PIMCO FUNDS
497, 2000-10-04
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<PAGE>

PIMCO Funds Prospectus

Pacific
Investment
Management
Series

September 29, 2000

Share Classes

(Ins) -- Institutional
(Adm) -- Administrative

--------------------------------------------------------------------------------
SHORT DURATION BOND FUNDS
Money Market Fund             Low Duration Fund II
Short-Term Fund               Low Duration Fund III
Low Duration Fund

--------------------------------------------------------------------------------
INTERMEDIATE DURATION BOND FUNDS
GNMA Fund                     Total Return Fund III
Moderate Duration Fund        Total Return Mortgage Fund
Real Return Bond Fund         Investment Grade Corporate Bond Fund
Total Return Fund             High Yield Fund
Total Return Fund II

--------------------------------------------------------------------------------
LONG DURATION BOND FUNDS
Long-Term U.S. Government     Long Duration Fund
 Fund
--------------------------------------------------------------------------------
TAX EXEMPT BOND FUNDS
Short Duration Municipal      California Intermediate
 Income Fund                   Municipal Bond Fund
Municipal Bond Fund           California Municipal Bond Fund
                              New York Municipal Bond Fund

--------------------------------------------------------------------------------
INTERNATIONAL BOND FUNDS
Global Bond Fund              Foreign Bond Fund
Global Bond Fund II           Emerging Markets Bond Fund

--------------------------------------------------------------------------------
STOCK AND BOND FUNDS
Strategic Balanced Fund       Convertible Fund

--------------------------------------------------------------------------------
STOCK FUNDS
StocksPLUS Fund

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

<PAGE>

            PIMCO Funds Prospectus

PIMCO       This Prospectus describes 28 mutual funds offered by PIMCO Funds:
Funds:      Pacific Investment Management Series. The Funds provide access to
Pacific     the professional investment advisory services offered by Pacific
Investment  Investment Management Company LLC ("PIMCO"). As of June 30, 2000,
Management  PIMCO managed approximately $199.3 billion in assets. The firm's
Series      institutional heritage is reflected in the PIMCO Funds offered in
            this Prospectus.
September
29, 2000    This Prospectus explains what you should know about the Funds
            before you invest. Please read it carefully.

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


1 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summaries
           Money Market Fund..............................................   5
           Short-Term Fund................................................   7
           Low Duration Fund..............................................   9
           Low Duration Fund II...........................................  11
           Low Duration Fund III..........................................  13
           GNMA Fund......................................................  15
           Moderate Duration Fund.........................................  17
           Real Return Bond Fund..........................................  19
           Total Return Fund..............................................  21
           Total Return Fund II...........................................  23
           Total Return Fund III..........................................  25
           Total Return Mortgage Fund.....................................  27
           Investment Grade Corporate Bond Fund...........................  29
           High Yield Fund................................................  31
           Long-Term U.S. Government Fund.................................  33
           Long Duration Fund.............................................  35
           Short Duration Municipal Income Fund...........................  37
           Municipal Bond Fund............................................  39
           California Intermediate Municipal Bond Fund....................  41
           California Municipal Bond Fund.................................  43
           New York Municipal Bond Fund...................................  45
           Global Bond Fund...............................................  47
           Global Bond Fund II............................................  49
           Foreign Bond Fund..............................................  51
           Emerging Markets Bond Fund.....................................  53
           Strategic Balanced Fund........................................  55
           Convertible Fund...............................................  57
           StocksPLUS Fund................................................  59
         Summary of Principal Risks.......................................  61
         Management of the Funds..........................................  64
         Investment Options...............................................  68
         Purchases, Redemptions and Exchanges.............................  69
         How Fund Shares are Priced.......................................  73
         Fund Distributions...............................................  74
         Tax Consequences.................................................  75
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  76
         Financial Highlights.............................................  85
         Appendix A--Description of Securities Ratings.................... A-1
</TABLE>
                                                                   Prospectus
                                                                               2
<PAGE>

            Summary Information

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

<TABLE>
<CAPTION>
                                                                                                         Non-U.S. Dollar
                                       Main Investments   Duration           Credit Quality(1)           Denominated Securities(2)
------------------------------------------------------------------------------------------------------------------------------------
 <C>           <C>                     <S>                <C>                <C>                         <C>
 Short         Money Market            Money market       (less than or =)   Min 95% Aaa or              0%
 Duration                              instruments        90 days dollar-    Prime 1; (less than or =)
 Bond Funds                                               weighted average   5% Aa or Prime 2
                                                          maturity
         ---------------------------------------------------------------------------------------------------------------------------
               Short-Term              Money market       0-1 year           B to Aaa; max 10%           0-5%(3)
                                       instruments and                       below Baa
                                       short maturity
                                       fixed income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Low Duration            Short maturity     1-3 years          B to Aaa; max 10%           0-20%(3)
                                       fixed income                          below Baa
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Low Duration II         Short maturity     1-3 years          A to Aaa                    0%
                                       fixed income
                                       securities with
                                       quality and non-
                                       U.S. issuer
                                       restrictions
         ---------------------------------------------------------------------------------------------------------------------------
               Low Duration III        Short maturity     1-3 years          B to Aaa; max 10%           0-20%(3)
                                       fixed income                          below Baa
                                       securities with
                                       prohibitions on
                                       firms engaged in
                                       socially
                                       sensitive
                                       practices
 -----------------------------------------------------------------------------------------------------------------------------------
 Intermediate  GNMA                    Short and          1-7 years          Baa to Aaa; max 10%         0%
 Duration Bond                         intermediate                          below Aaa
 Funds                                 maturity
                                       mortgage-related
                                       fixed income
                                       securities
                                       issued by the
                                       Government
                                       National Mortgage
                                       Association
         ---------------------------------------------------------------------------------------------------------------------------
               Moderate Duration       Short and          2-5 years          B to Aaa; max 10%           0-20%(3)
                                       intermediate                          below Baa
                                       maturity fixed
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Real Return Bond        Inflation-         N/A                B to Aaa; max 10%           0-20%(3)
                                       indexed fixed                         below Baa
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Total Return            Intermediate       3-6 years          B to Aaa; max 10%           0-20%(3)
                                       maturity fixed                        below Baa
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Total Return II         Intermediate       3-6 years          Baa to Aaa                  0%
                                       maturity fixed
                                       income
                                       securities with
                                       quality and
                                       non-U.S. issuer
                                       restrictions
         ---------------------------------------------------------------------------------------------------------------------------
               Total Return III        Intermediate       3-6 years          B to Aaa; max 10%           0-20%(3)
                                       maturity fixed                        below Baa
                                       income
                                       securities with
                                       prohibitions on
                                       firms engaged in
                                       socially
                                       sensitive
                                       practices
         ---------------------------------------------------------------------------------------------------------------------------
               Total Return Mortgage   Intermediate       2-6 years          Baa to Aaa; max 10%         0%
                                       maturity                              below Aaa
                                       mortgage-related
                                       fixed income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Investment Grade        Corporate fixed    3-7 years          B to Aaa; max 10%           0-20%(3)
               Corporate Bond          income                                below Baa
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               High Yield              Higher yielding    2-6 years          B to Aaa; min 65%           0-15%(4)
                                       fixed income                          below Baa
                                       securities

------------------------------------------------------------------------------------------------------------------------------------
 Long Duration Long-Term               Long-term          (greater than      A to Aaa                    0%
 Bond Funds    U.S. Government         maturity fixed     or =) 8 years
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Long Duration           Long-term          (greater than      B to Aaa; max 10%           0-20%(3)
                                       maturity fixed     or =) 8 years      below Baa
                                       income
                                       securities
------------------------------------------------------------------------------------------------------------------------------------
 Tax Exempt    Short Duration          Short and          0-2 years          Baa to Aaa                  0%
 Bond Funds    Municipal Income        intermediate
                                       maturity
                                       municipal
                                       securities
                                       (exempt from
                                       federal income
                                       tax)
         ---------------------------------------------------------------------------------------------------------------------------
               Municipal Bond          Intermediate and   3-10 years         Ba to Aaa; max              0%
                                       long-term                             10% below Baa
                                       maturity
                                       municipal
                                       securities
                                       (exempt from
                                       federal income
                                       tax)
         ---------------------------------------------------------------------------------------------------------------------------
               California Intermediate Intermediate       3-7 years          B to Aaa; max 10%           0%
               Municipal Bond          maturity                              below Baa
                                       municipal
                                       securities
                                       (exempt from
                                       federal and
                                       California
                                       income tax)
         ---------------------------------------------------------------------------------------------------------------------------
               California              Intermediate to    3-12 years         B to Aaa; max 10%           0%
               Municipal Bond          long-term                             below Baa
                                       maturity
                                       municipal
                                       securities
                                       (exempt from
                                       federal and
                                       California
                                       income tax)
         ---------------------------------------------------------------------------------------------------------------------------
               New York                Intermediate to    3-12 years         B to Aaa; max 10%           0%
               Municipal Bond          long-term                             below Baa
                                       maturity
                                       municipal
                                       securities
                                       (exempt from
                                       federal and New
                                       York income tax)
------------------------------------------------------------------------------------------------------------------------------------
 International Global Bond             U.S. and non-      3-7 years          B to Aaa; max               25-75%(5)
 Bond Funds                            U.S.                                  10% below Baa
                                       intermediate
                                       maturity fixed
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Global Bond II          U.S. and hedged    3-7 years          B to Aaa; max               25-75%(5)
                                       non-U.S.                              10% below Baa
                                       intermediate
                                       maturity fixed
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Foreign Bond            Intermediate       3-7 years          B to Aaa; max               (greater than or =) 85%(5)
                                       maturity hedged                       10% below Baa
                                       non-U.S. fixed
                                       income
                                       securities
         ---------------------------------------------------------------------------------------------------------------------------
               Emerging Markets Bond   Emerging market    0-8 years          B to Aaa                    (greater than or =) 80%(5)
                                       fixed income
                                       securities
------------------------------------------------------------------------------------------------------------------------------------
 Stock and     Strategic Balanced      45-75% in the      0-6 years(6)       B to Aaa; max               0-20%(3)(6)
 Bond                                  StocksPLUS Fund;                      10% below Baa(6)
 Funds                                 25-55% in the
                                       Total Return
                                       Fund
         ---------------------------------------------------------------------------------------------------------------------------
               Convertible             Convertible        N/A                Caa to Aaa; max             0-20%(3)
                                       securities                            40% below Baa and
                                                                             10% below B
------------------------------------------------------------------------------------------------------------------------------------
 Stock Funds   StocksPLUS              S&P 500 stock      0-1 year           B to Aaa; max               0-20%(3)
                                       index                                 10% below Baa
                                       derivatives
                                       backed by a
                                       portfolio of
                                       short-term
                                       fixed-income
                                       securities
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) As rated by Moody's Investors Service, Inc. or equivalently rated by
    Standard & Poor's Ratings Service, or if unrated, determined by PIMCO to be
    of comparable quality.
(2) Each Fund (except the Low Duration II, Total Return II, Long-Term U.S.
    Government, Short-Duration Municipal Income, Municipal Bond, California
    Intermediate Municipal Bond, California Municipal Bond, and New York
    Municipal Bond Funds) may invest beyond these limits in U.S. dollar-
    denominated securities of non-U.S. issuers.
(3) The percentage limitation relates to non-U.S. dollar-denominated securities.
(4) The percentage limitation relates to euro-denominated securities.
(5) The percentage limitation relates to securities of foreign issuers
    denominated in any currency.
(6) The Fund does not invest in securities directly, but in other PIMCO Funds
    with these characteristics.

3  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            Summary Information (continued)

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

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

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

Credit      In this prospectus, references are made to credit ratings of debt
Ratings     securities which measure an issuer's expected ability to pay
            principal and interest on time. Credit ratings are determined by
            rating organizations, such as Standard & Poor's 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:

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

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

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

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

             An investment in a Fund is not a deposit of a bank and is not
            guaranteed or insured by the Federal Deposit Insurance Corporation
            or any other government agency.

                                                                   Prospectus  4
<PAGE>

            PIMCO Money Market Fund                                 Ticker
                                                                    Symbols:
                                                                    PMIXX
                                                                    (Inst.
                                                                    Class)
                                                                    PMAXX
                                                                    (Admin.
                                                                    Class)

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

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

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

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

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

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

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

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

5  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Money Market Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                              [GRAPH]                       Information

                           Annual Return                    --------------------

            92    93    94    95    96    97    98    99    1/1/00-6/30/00 2.88%
           ----- ----- ----- ----- ----- ----- ----- -----
           3.44% 2.80% 3.92% 6.06% 5.28% 5.34% 5.34% 4.90%
                                                            Highest and Lowest
                                                            Quarter Returns
                                                            (for periods shown
                                                            in the bar chart)
                                                            --------------------
                                                            Highest (4th Qtr.
                                                            '95)           1.72%
                                                            --------------------
                                                            Lowest (2nd Qtr.
                                                            '93)           0.67%

                    Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
                                                                Fund Inception
                                                 1 Year 5 Years (3/1/91)(3)
         ---------------------------------------------------------------------
         <S>                                     <C>    <C>     <C>
         Institutional Class                     4.90%  5.38%   4.73%
         ---------------------------------------------------------------------
         Administrative Class                    4.63%  5.14%   4.48%
         ---------------------------------------------------------------------
         Salomon 3-Month Treasury Bill Index(1)  4.73%  5.20%   4.70%
         ---------------------------------------------------------------------
         Lipper Institutional Money Market Fund
          Average(2)                             4.92%  5.32%   4.77%
         ---------------------------------------------------------------------
</TABLE>

            (1)  The Salomon 3-Month Treasury Bill Index is an unmanaged index
                 representing monthly return equivalents of yield averages of
                 the last 3 month Treasury Bill issues. It is not possible to
                 invest directly in the index.
            (2)  The Lipper Institutional Money Market Fund Average is a total
                 return performance average of Funds tracked by Lipper
                 Analytical Services, Inc. that invest in high quality
                 financial instruments (rated in the top two grades) with
                 dollar-weighted maturities of less than 90 days. It does not
                 take into account sales charges.
            (3)  The Fund commenced operations on 3/1/91. Index comparisons
                 begin at 2/28/91.

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

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

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

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

<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3    Year 5      Year 10
         ----------------------------------------------------------------
         <S>             <C>      <C>       <C>         <C>
         Institutional   $36      $113      $197        $443
         ----------------------------------------------------------------
         Administrative   61       192       335         750
         ----------------------------------------------------------------
</TABLE>

                                                                   Prospectus  6
<PAGE>

            PIMCO Short-Term Fund                                   Ticker
                                                                    Symbols:
                                                                    PTSHX
                                                                    (Inst.
                                                                    Class)
                                                                    PSFAX
                                                                    (Admin.
                                                                    Class)

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

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund will vary
            based on PIMCO's forecast for interest rates and will normally not
            exceed one year. For point of reference, the dollar-weighted
            average portfolio maturity of this Fund is normally not expected
            to exceed three years.

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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).

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

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

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

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

7  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Short-Term Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                         [GRAPH]
                                                            More Recent Return
                       Annual Return                        Information

                90    91    92    93    94                  --------------------
              ----- ----- ----- ----- -----
              8.47% 6.65% 3.63% 4.62% 2.90%                 1/1/00-6/30/00 3.17%

                95    96    97    98   99
              ----- ----- ----- ----- -----                 Highest and Lowest
              9.21% 7.00% 6.51% 5.74% 5.24%                 Quarter Returns
                                                            (for periods shown
                                                            in the bar chart)
                                                            -------------------
                                                            Highest (4th Qtr.
                                                            '95)           2.60
                                                            -------------------
                                                            Lowest (1st Qtr.
                                                            '94)           0.19

         Calendar Year End (through 12/31)

Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
                                                    1 Year  5 Years   10 Years
         ---------------------------------------------------------------------
         <S>                                        <C>     <C>       <C>
         Institutional Class                        5.24%    6.73%     5.98%
         ----------------------------------------------------------------------
         Administrative Class                       4.97%    6.47%     5.72%
         ----------------------------------------------------------------------
         Salomon 3-Month Treasury Bill(1)           4.73%    5.20%     5.05%
         ----------------------------------------------------------------------
         Lipper Ultrashort Obligation Fund Avg(2)   4.58%    5.62%     5.59%
         ----------------------------------------------------------------------
</TABLE>

            (1)  The Salomon 3-Month Treasury Bill Index is an unmanaged index
                 representing monthly return equivalents of yield averages of
                 the last 3 month Treasury Bill issues. It is not possible to
                 invest directly in the index.
            (2)  The Lipper Ultrashort Obligation Fund Average is a total
                 return performance average of Funds tracked by Lipper
                 Analytical Services, Inc. that invest at least 65% of their
                 assets in investment-grade debt issues or better, and
                 maintain a portfolio dollar-weighted average maturity between
                 91 and 365 days. It does not take into account sales charges.

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

            Shareholder Fees (fees paid directly from your investment)     None

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.39%       0.64%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.39        0.89
         ---------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.20% and
                interest expense of 0.19% paid during the most recent fiscal
                year. Total Annual Operating Expenses excluding interest
                expense is 0.45% for the Institutional Class and 0.70% for the
                Administrative Class. Interest expense is generally incurred
                as a result of investment management activities.

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

<TABLE>
<CAPTION>

         Share Class     Year 1   Year 3         Year 5      Year 10
         --------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $65      $205           $357         $798
         --------------------------------------------------------------------
         Administrative   91       284            493        1,096
         --------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  8
<PAGE>

            PIMCO Low Duration Fund                                 Ticker
                                                                    Symbols:
                                                                    PTLDX
                                                                    (Inst.
                                                                    Class)
                                                                    PLDAX
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

9  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                         More Recent Return
                         [GRAPH]                         Information
                                                         --------------------
                      Annual Returns
                                                         1/1/00-6/30/0  3.13%
     90    91     92    93   94    95      96    97
   ----- ------ ----- ----- ----- ------ -----  -----
   9.05% 13.46% 7.69% 7.76% 0.63% 11.93% 6.14%  8.24%    Highest and Lowest
                                                         Quarter Returns
                        98     99                        (for periods shown
                       -----  -----                      in the bar chart)
                       7.16%  2.97%                      -------------------
                                                         Highest (3rd Qtr.
                                                         '91)           3.90%
                                                         --------------------
                                                         Lowest (1st Qtr.
                                                         '94)          -0.32%

                  Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                         1 Year 5 Years 10 Years
         -----------------------------------------------------------------------
         <S>                                             <C>    <C>     <C>
         Institutional Class                             2.97%  7.25%   7.44%
         -----------------------------------------------------------------------
         Administrative Class                            2.72%  6.98%   7.18%
         -----------------------------------------------------------------------
         Merrill Lynch 1-3 Year Treasury Index(1)        3.06%  6.51%   6.59%
         -----------------------------------------------------------------------
         Lipper Short Investment Grade Debt Fund Avg(2)  2.81%  5.95%   6.36%
         -----------------------------------------------------------------------
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.26%       0.51%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.25        0.75
         ---------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.18% paid by
                each class and interest expense of 0.08% for the Institutional
                Class and 0.07% for the Administrative Class, paid during the
                most recent fiscal year. Total Annual Operating Expenses
                excluding interest expense is 0.43% for the Institutional
                Class and 0.68% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $52      $164           $285        $640
         ---------------------------------------------------------------------
         Administrative   77       240            417         930
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 10
<PAGE>

            PIMCO Low Duration Fund II                              Ticker
                                                                    Symbols:
                                                                    PLDTX
                                                                    (Inst.
                                                                    Class)
                                                                    PDFAX
                                                                    (Admin.
                                                                    Class)

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

11  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

                                                     More Recent Return
                      [GRAPH]                        Information
                                                     ---------------------------
                   Annual Return
                                                     1/1/00-6/30/00        3.08%
            92    93     94      95      96
          -----  -----  -----  ------  -----         Highest and Lowest
          6.23%  6.58%  0.32%  11.78%  5.22%         Quarter Returns
                                                     (for periods shown
                  97     98     99                   in the bar chart)
                 -----  -----  -----                 ---------------------------
                 7.62%  6.60%  2.55%                 Highest (1st Qtr. '95)3.83%
                                                     ---------------------------
                                                     Lowest (1st Qtr. '94)-0.60%




                    Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (11/1/91)(3)
         -----------------------------------------------------------------------
         <S>                                       <C>    <C>     <C>
         Institutional Class                       2.55%  6.71%   6.08%
         -----------------------------------------------------------------------
         Administrative Class                      2.29%  6.44%   5.81%
         -----------------------------------------------------------------------
         Merrill Lynch 1-3 Year Treasury Index(1)  3.06%  6.51%   5.80%
         -----------------------------------------------------------------------
         Lipper Short Investment Grade Debt
          Fund Avg(2)                              2.81%  5.95%   5.59%
         -----------------------------------------------------------------------
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.32%       0.57%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.67        1.17
            ------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.25% paid by
                each class and interest expense of 0.07% for the Institutional
                Class and 0.42% for the Administrative Class, paid during the
                most recent fiscal year. Total Annual Operating Expenses
                excluding interest expense is 0.50% for the Institutional
                Class and 0.75% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
         Share Class     Year 1      Year 3         Year 5      Year 10
          --------------------------------------------------------------------
         <S>             <C>         <C>            <C>         <C>
         Institutional   $58         $183           $318          $714
         ---------------------------------------------------------------------
         Administrative  119          372            644         1,420
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 12
<PAGE>

            PIMCO Low Duration Fund III                             Ticker
                                                                    Symbols:
                                                                    PLDIX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (3/19/99), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

13 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund III (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-6/30/00 2.97%


                            [GRAPH]                         Highest and Lowest
                                                            Quarter Returns
                         Annual Return                      (for periods shown
                                                            in the bar chart)
                        97      98     99                   --------------------
                      -----   -----  -----                  Highest (3rd Qtr.
                      7.12%   6.65%  2.73%                  '98)           2.66%
                                                            --------------------
                                                            Lowest (2nd Qtr.
                                                            '99)           0.29%

                 Calendar Year End (through 12/31)

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

                                                                  Fund Inception
                                                           1 Year (12/31/96)
            ------------------------------------------------------------------
            <S>                                            <C>    <C>
            Institutional Class                            2.73%  5.48%
            ------------------------------------------------------------------
            Administrative Class                           2.48%  5.22%
            ------------------------------------------------------------------
            Merrill Lynch 1-3 Year Treasury Index(1)       3.06%  5.56%
            ------------------------------------------------------------------
            Lipper Short Investment Grade Debt Fund Avg(2) 2.81%  4.93%
            ------------------------------------------------------------------
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.30%       0.55%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.32        0.82
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.25% paid by
                each class and interest expense of 0.05% for the Institutional
                Class and 0.07% for the Administrative Class, paid during the
                most recent fiscal year. Total Annual Operating Expenses
                excluding interest expense is 0.50% for the Institutional
                Class and 0.75% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5         Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>           <C>
            Institutional   $56      $176           $307             $689
            ------------------------------------------------------------------
            Administrative   84       262            455            1,014
            ------------------------------------------------------------------
</TABLE>

                                                                 Prospectus  14
<PAGE>

                                                            Ticker Symbols:
            PIMCO GNMA Fund                                 PDMIX (Inst. Class)
                                                            N/A (Admin. Class)

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


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of 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.

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

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

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

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

15 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO GNMA Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                         [GRAPH]                            --------------------
                                                            1/1/00-6/30/00 4.50%
                     Annual Reports

                       98      99                           Highest and Lowest
                    -------  -------                        Quarter Returns
                     6.10%    2.86%                         (for periods shown
                                                            in the bar chart)
                                                            --------------------
                                                            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)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                      1 Year      (7/31/97)
         -----------------------------------------------------------------------
         <S>                                          <C>         <C>
         Institutional Class                          2.86%       5.53%
         -----------------------------------------------------------------------
         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 sales charges.

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

            Shareholder Fees (fees paid directly from your investment)     None

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           1.35%       1.60%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          1.35        1.85
         ---------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.25%, interest
                expense of 1.09% and organizational expense of 0.01% paid by
                the Institutional Class during the most recent fiscal year.
                Because the Administrative Class of the Fund was not
                operational during the last fiscal year, Other Expenses include
                interest and organizational expenses incurred by the
                Institutional Class. Total Annual Fund Operating Expenses
                excluding interest and organizational expense is 0.50% for the
                Institutional Class and 0.75% for the Administrative Class.
                Interest expense is generally incurred as a result of
                investment management activities.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5       Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $163     $505            $871         $1,900
         ---------------------------------------------------------------------
         Administrative   188      582           1,001          2,169
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 16
<PAGE>

            PIMCO Moderate Duration Fund                            Ticker
                                                                    Symbols:
                                                                    PMDRX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

17  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Moderate Duration Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-6/30/00 3.20%

                                                            Highest and Lowest
                              [GRAPH]                       Quarter Returns
                                                            (for periods shown
                            Annual Return                   in the bar chart)
                                                            --------------------
                         97      98       99                Highest (3rd Qtr.
                       ------  ------   ------              '98)           4.26%
                       7.97%   8.11%    0.89%               --------------------
                                                            Lowest (2nd Qtr.
                                                            '99)          -0.64%

                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                 Fund Inception
                                                          1 Year (12/31/96)
         ----------------------------------------------------------------------
         <S>                                              <C>    <C>
         Institutional Class                              0.89%  5.61%
         ----------------------------------------------------------------------
         Lehman Brothers Intermediate
          Government/Corporate Bond Index(1)              0.39%  5.50%
         ----------------------------------------------------------------------
         Lipper Short Intermediate Investment Grade Debt
          Fund Avg(2)                                     0.89%  4.75%
         ----------------------------------------------------------------------
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.22%       0.47%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.22        0.72
         ---------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.20% and
                interest expense of 0.02% paid by the Institutional Class
                during the most recent fiscal year. Because the Administrative
                Class of the Fund was not operational during the last fiscal
                year, Other Expenses include interest expense incurred by the
                Institutional Class. Total Annual Fund Operating Expenses
                excluding interest expense is 0.45% for the Institutional
                Class and 0.70% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
         Share Class     Year 1     Year 3        Year 5      Year 10
         ------------------------------------------------------------------
         <S>             <C>        <C>           <C>         <C>
         Institutional   $48        $151          $263        $591
         ------------------------------------------------------------------
         Administrative   74         230           401         894
         ------------------------------------------------------------------
</TABLE>

                                                                 Prospectus 18
<PAGE>

            PIMCO Real Return Bond Fund                             Ticker
                                                                    Symbols:
                                                                    PRRIX
                                                                    (Inst.
                                                                    Class)
                                                                    PARRX
                                                                    (Admin.
                                                                    Class)

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

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

             Because of the unique features of inflation-indexed bonds, PIMCO
            uses a modified form of duration for the Fund ("real duration")
            which measures price changes as a result of changes in "real"
            interest rates. A "real" interest rate is the market interest rate
            minus expected inflation. There is no limit on the real duration
            of the Fund, but it is expected that the average real duration of
            this Fund will normally vary approximately within the range of the
            average real duration of all inflation-indexed bonds issued by the
            U.S. Treasury in the aggregate, which as of June 30, 2000 was 8.92
            years. For point of reference, it is expected that the average
            portfolio duration (as opposed to real duration) of the Fund will
            generally vary within a one- to five-year time frame, although
            this range is subject to change.

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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).

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

              . Interest Rate Risk   . Derivatives Risk     . Currency Risk
              . Credit Risk          . Liquidity Risk       . Leveraging Risk
              . Market Risk          . Issuer Non-          . Management Risk
              . Issuer Risk            Diversification
                                       Risk
                                     . Foreign
                                       Investment Risk

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

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund had not commenced operations
            as of March 31, 2000, the Fund's fiscal year end. Past performance
            is no guarantee of future results.

19 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Real Return Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                      [GRAPH]                               1/1/00-6/30/00 6.84%

                   Annual Return
                                                            Highest and Lowest
            98                   99                         Quarter Returns
           -----                -----                       (for periods shown
           5.21%                5.72%                       in the bar chart)
                                                            --------------------
                                                            Highest (3rd Qtr.
                                                            '98)           3.19%
                                                            -------------------
                                                            Lowest (4th Qtr.
                                                            '98)          -0.05%

         Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                 Fund Inception
                                                      1 Year     (1/29/97)(3)
         ----------------------------------------------------------------------
         <S>                                          <C>        <C>
         Institutional Class                          5.72%      5.13%
         ----------------------------------------------------------------------
         Lehman Brothers Inflation Linked Treasury
          Index(1)                                    2.36%      2.99%
         ----------------------------------------------------------------------
         Lipper Short U.S. Government Fund Avg(2)     2.50%      4.57%
         ----------------------------------------------------------------------
</TABLE>

            (1) The Lehman Brothers Inflation Linked Treasury Index is an
                unmanaged index consisting of the U.S. Treasury Inflation
                Protected Securities market with an average duration of 3.17
                years as of 6/30/00. It is not possible to invest directly in
                the index.
            (2) The Lipper Short U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                securities issued or guaranteed by the U.S. government, its
                agencies, or its instrumentalities, with dollar-weighted average
                maturities of less than three years. It does not take into
                account sales charges.
            (3) The Fund began operations on 1/29/97. Index comparisons began
                on 1/31/97.

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.28%       0.53%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.28        0.78
         ---------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.25% and
                interest expense of 0.03% paid by the Institutional Class
                during the most recent fiscal year. Because the Administrative
                Class was not operational during the last fiscal year, Other
                Expenses include interest expense incurred by the
                Institutional Class. Total Annual Fund Operating Expenses
                excluding interest expense is 0.50% for the Institutional
                Class and 0.75% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $54      $170           $296        $665
         ---------------------------------------------------------------------
         Administrative   80       249            433         966
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 20
<PAGE>

            PIMCO Total Return Fund                                 Ticker
                                                                    Symbols:
                                                                    PTTRX
                                                                    (Inst.
                                                                    Class)
                                                                    PTRAX
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

21 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                        [GRAPH]
                                                            More Recent Return
                     Annual Return                          Information
                                                            --------------------
          90      91     92      93      94                 1/1/00-6/30/00 4.07%
         -----  ------  -----  ------  ------
         8.05%  19.55%  9.73%  12.51%  -3.58%

                                                            Highest and Lowest
          95      96     97      98      99                 Quarter Returns
         -----  ------  -----  ------  ------               (for periods shown
         19.77% 4.69%   10.16%  9.76%  -0.28%               in the bar chart)
                                                            -------------------
                                                            Highest (3rd
                                                            Qtr. '91)      6.66%
                                                            -------------------
                                                            Lowest (1st
                                                            Qtr. '94)     -2.69%
                                                            -------------------

                   Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                         1 Year 5 Years 10 Years
         -----------------------------------------------------------------------
         <S>                                             <C>    <C>     <C>
         Institutional Class                             -0.28% 8.62%   8.80%
         -----------------------------------------------------------------------
         Administrative Class                            -0.53% 8.35%   8.54%
         -----------------------------------------------------------------------
         Lehman Aggregate Bond Index(1)                  -0.82% 7.73%   7.70%
         -----------------------------------------------------------------------
         Lipper Intermediate Investment Grade Debt Fund
          Avg(2)                                         -1.31% 6.79%   7.09%
         -----------------------------------------------------------------------
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.29%       0.54%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.29        0.79
         ---------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflect an Administrative Fee of 0.18% and
                interest expense of 0.11% paid during the most recent fiscal
                year. Total Annual Operating Expenses excluding interest
                expense is 0.43% for the Institutional Class and 0.68% for the
                Administrative Class. Interest expense is generally incurred
                as a result of investment management activities.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $55      $173           $302        $677
         ---------------------------------------------------------------------
         Administrative   81       252            439         978
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 22
<PAGE>

            PIMCO Total Return Fund II                              Ticker
                                                                    Symbols:
                                                                    PMBIX
                                                                    (Inst.
                                                                    Class)
                                                                    PRADX
                                                                    (Admin.
                                                                    Class)

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

23 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-6/30/00 3.95%
                    [GRAPH]
                                                            Highest and Lowest
                                                            Quarter Returns
  92     93      94      95      96     97     98     99    (for periods shown
------  ------  ------ ------  ------ ------ ----- -------  in the bar chart)
9.43%   10.90%  -2.21% 18.97%  3.85%   9.99%  9.62% -1.07%  --------------------
                                                            Highest (3rd Qtr.
                                                            '92)           5.57%
                                                            --------------------
                                                            Lowest (1st Qtr.
                                                            '94)          -2.60%

                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                              Fund Inception
                                               1 Year 5 Years (12/30/91)(3)
         -------------------------------------------------------------------
         <S>                                   <C>    <C>     <C>
         Institutional Class                   -1.07% 8.07%   7.25%
         -------------------------------------------------------------------
         Administrative Class                  -1.32% 7.79%   6.98%
         -------------------------------------------------------------------
         Lehman Aggregate Bond Index(1)        -0.82% 7.73%   6.55%
         -------------------------------------------------------------------
         Lipper Intermediate Investment Grade
          Debt Fund Avg(2)                     -1.31% 6.79%   6.14%
         -------------------------------------------------------------------
</TABLE>

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

                                                                   Prospectus 24
<PAGE>

            PIMCO Total Return Fund III                           Ticker
                                                                  Symbols:
                                                                  PTSAX (Inst.
                                                                  Class)
                                                                  PRFAX
                                                                  (Admin.
                                                                  Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

25 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Fund III (continued)

            Calendar Year Total Returns -- Institutional Class

                                                          More Recent Return
                                                          Information
                                                          --------------------
                           [GRAPH]                        1/1/00-6/30/00 -2.61%

                        Annual Return                     Highest and Lowest
                                                          Quarter Returns
                 92     93     94     95     96           (for periods shown
                ----- ------ ------ ------ ------         in the bar chart)
                9.02% 12.64% -3.43% 19.23% 4.63%          --------------------
                                                          Highest
                        97     98     99                  (1st Qtr.'95)  5.73%
                      ------ ------ ------                --------------------
                      10.21% 10.37% -0.95%                Lowest
                                                          (1st Qtr.'94) -2.68%




                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                              Fund Inception
                                               1 Year 5 Years (5/1/91)(3)
         -------------------------------------------------------------------
         <S>                                   <C>    <C>     <C>
         Institutional Class                   -0.95% 8.49%   8.49%
         -------------------------------------------------------------------
         Administrative Class                  -1.20% 8.21%   8.22%
         -------------------------------------------------------------------
         Lehman Aggregate Bond Index(1)        -0.82% 7.73%   7.38%
         -------------------------------------------------------------------
         Lipper Intermediate Investment Grade
          Debt Fund Avg(2)                     -1.31% 6.79%   6.96%
         -------------------------------------------------------------------
</TABLE>

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

                                                                   Prospectus 26
<PAGE>

            PIMCO Total Return Mortgage Fund                        Ticker
                                                                    Symbols:
                                                                    PTRIX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in a
            diversified portfolio of mortgage-related Fixed Income Instruments
            of varying maturities (such as mortgage pass-through securities,
            collateralized mortgage obligations, commercial mortgage-backed
            securities and mortgage dollar rolls). The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            invests primarily in securities that are in the highest rating
            category, but may invest up to 10% of its assets in 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.

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

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

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

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

27  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Mortgage Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                           More Recent Return
                                                           Information
                                                           --------------------
                       [GRAPH]                             1/1/00-6/30/00 3.76%

                    Annual Return                          Highest and Lowest
                                                           Quarter Returns
                     98      99                            (for periods shown
                    -----  -----                           in the bar chart)
                    7.23%  2.42%                           --------------------
                                                           Highest (3rd Qtr.
                                                           '98)           2.78%
                                                           --------------------
                                                           Lowest (2nd Qtr.
                                                           '99)          -0.13%



                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                       Fund Inception
                                                  1 Year               (7/31/97)
         ----------------------------------------------------------------------------
         <S>                                      <C>                  <C>
         Institutional Class                      2.42%                6.04%
         ----------------------------------------------------------------------------
         Lehman Mortgage Index(1)                 1.86%                5.06%
         ----------------------------------------------------------------------------
         Lipper U.S. Mortgage Fund Avg(2)         0.65%                4.12%
         ----------------------------------------------------------------------------
</TABLE>

            (1) The Lehman Brothers Mortgage Index is an unmanaged index of
                mortgage-related fixed income securities with an average
                duration of 4.11 years as of 6/30/00. It is not possible to
                invest directly in the index.
            (2) The Lipper U.S. Mortgage Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                mortgages/securities issued or guaranteed as to principal and
                interest by the U.S. government and certain federal agencies.
                It does not take into account sales charges.

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

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

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

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

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

                                                                   Prospectus 28
<PAGE>

            PIMCO Investment Grade Corporate Bond Fund              Ticker
                                                                    Symbols:
                                                                    N/A (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

29 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Investment Grade Corporate Bond Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual                Net Fund
                         Advisory and/or Service Other       Fund Operating Expense      Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses       Reduction(2) Expenses
         -----------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>            <C>          <C>
         Institutional   0.25%    None           0.40%       0.65%          (0.15)%      0.50%
         -----------------------------------------------------------------------------------------
         Administrative  0.25     0.25%          0.40        0.90           (0.15)       0.75
         -----------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses, which are based on estimated amounts for the
                initial fiscal year of the class, reflect a 0.25%
                Administrative Fee, and 0.15% representing the Fund's
                organizational expenses as attributed to the class and pro
                rata Trustees' fees.
            (2) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees' fees, 0.50% and 0.75%, respectively, of
                average daily net assets. Under the Expense Limitation
                Agreement, PIMCO may recoup these waivers and reimbursement 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 Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class           Year 1             Year 3             Year 5             Year 10
         --------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional         $51                $193               $347                $796
         --------------------------------------------------------------------------------------
         Administrative         77                 272                484               1,094
         --------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 30
<PAGE>

            PIMCO High Yield Fund                                   Ticker
                                                                    Symbols:
                                                                    PHIYX
                                                                    (Inst.
                                                                    Class)
                                                                    PHYAX
                                                                    (Admin.
                                                                    Class)

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

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of high yield securities ("junk bonds")
            rated below investment grade but rated at least B by Moody's or
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality. The remainder of the Fund's assets may be invested in
            investment grade Fixed Income Instruments. The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            may invest up to 15% of its assets in euro-denominated securities
            and may invest without limit in U.S. dollar-denominated securities
            of foreign issuers. The Fund normally will hedge at least 75% of
            its exposure to the euro to reduce the risk of loss due to
            fluctuations in currency exchange rates.

             The Fund may invest up to 15% of its assets in derivative
            instruments, such as options, futures contracts or swap agreements.
            The Fund may invest all of its assets 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.

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

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

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

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

31  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO High Yield Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                          More Recent Return
                                                          Information
                  [GRAPH]                                 --------------------
               Annual Return                              1/1/00-6/30/00 -0.58%

  93      94      95      96      97      98      99      Highest and Lowest
------  ------  ------  ------  ------  ------  ------    Quarter Returns
18.70%  2.39%   20.68%  11.68%  13.21%  6.54%   2.82%     (for periods shown
                                                          in the bar chart)
                                                          --------------------
                                                          Highest (1st Qtr.
                                                          '93)            6.27%
                                                          --------------------
                                                          Lowest (3rd Qtr.
                                                          '98)           -1.76%



                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                               Fund Inception
                                                1 Year 5 Years (12/16/92)(3)
         --------------------------------------------------------------------
         <S>                                    <C>    <C>     <C>
         Institutional Class                    2.82%  10.82%  10.63%
         --------------------------------------------------------------------
         Administrative Class                   2.57%  10.55%  10.36%
         --------------------------------------------------------------------
         Lehman Brothers BB Intermediate
          Corporate Index(1)                    2.20%   9.38%   8.85%
         --------------------------------------------------------------------
         Lipper High Current Yield Fund Avg(2)  4.53%   8.84%   8.65%
         --------------------------------------------------------------------
</TABLE>

            (1) The Lehman Brothers BB Intermediate Corporate Index is an
                unmanaged index comprised of various fixed income securities
                rated BB with an average duration of 4.32 years as of 6/30/00.
                It is not possible to invest directly in the index.
            (2) The Lipper High Current Yield Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that aim at high (relative) current yield from
                fixed income securities, have no quality or maturity
                restrictions, and tend to invest in lower grade debt issues.
                It does not take into account sales charges.
            (3) The Fund began operations on 12/16/92. Index comparisons began
                on 12/31/92.

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

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

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

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

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

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

                                                                   Prospectus 32
<PAGE>

            PIMCO Long-Term U.S. Government Fund                    Ticker
                                                                    Symbols:
                                                                    PGOVX(Inst.
                                                                    Class)
                                                                    PLGBX
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage-backed securities. The Fund may lend its portfolio
            securities to brokers, dealers and other financial institutions to
            earn income. 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.

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

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

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

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

33  PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                       [GRAPH]                              1/1/00-6/30/00 8.37%

                    Annual Return
                                                            Highest and Lowest
    92     93     94     95     96    97     98    99       Quarter Returns
  ------ ------ ------ ------ ----- ------ ----- ------     (for periods shown
  11.93% 18.57% -7.39% 31.57% 0.71% 15.02% 13.39 -7.99%     in the bar chart)
                                                            --------------------
                                                            Highest (2nd Qtr.
                                                            '95)          10.76%
                                                            --------------------
                                                            Lowest (1st Qtr.
                                                            '96)          -6.26%

                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                     1 Year 5 Years (7/1/91)(3)
         -------------------------------------------------------------------------
         <S>                                         <C>    <C>     <C>
         Institutional Class                         -7.99%   9.72%    10.35%
         -------------------------------------------------------------------------
         Administrative Class                        -8.21%   9.45%    10.09%
         -------------------------------------------------------------------------
         Lehman Long-Term Treasury Index(1)          -8.74%   9.08%     9.04%
         -------------------------------------------------------------------------
         Lipper General U.S. Government Fund Avg(2)  -3.01%   6.51%     6.46%
         -------------------------------------------------------------------------
</TABLE>

            (1) The Lehman Long-Term Treasury Index is an unmanaged index of
                U.S. Treasury issues with maturities greater than 10 years. It
                is not possible to invest directly in the index.
            (2) The Lipper General U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in U.S. government and agency issues. It does not take
                into account sales charges.
            (3) The Fund began operations on 7/1/91. Index comparisons began
                on 6/30/91.

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

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

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.32%       0.57%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.32        0.82
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.25% and
                interest expense of 0.07%, paid during the most recent fiscal
                year. Total Annual Operating Expenses excluding interest
                expense is 0.50% for the Institutional Class and 0.75% for the
                Administrative Class. Interest expense is generally incurred
                as a result of investment management activities.

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

<TABLE>
<CAPTION>
            Share Class     Year 1      Year 3       Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>         <C>          <C>         <C>
            Institutional   $58         $183         $318          $714
            ------------------------------------------------------------------
            Administrative   84          262          455         1,014
            ------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 34
<PAGE>

            PIMCO Long Duration Fund                                Ticker
                                                                    Symbols:
                                                                    N/A (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

--------------------------------------------------------------------------------
Performance The Fund has not commenced operations as of the date of this
Information prospectus. Thus, no bar chart or annual returns table is included
            for the Fund.

35  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Long Duration Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.46%       0.71%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.46        0.96
         ---------------------------------------------------------------------
</TABLE>
            (1) Other Expenses, which are based on estimated amounts for the
                initial fiscal year of the class, reflect a 0.25%
                Administrative Fee and 0.21% representing the Fund's
                organizational expenses as attributed to the class and
                pro rata Trustee fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $73      $227           $395         $883
         ---------------------------------------------------------------------
         Administrative   98       306            531        1,178
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 36
<PAGE>

            PIMCO Short Duration Municipal Income Fund              Ticker
                                                                    Symbols:
                                                                    PSDIX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

                                     Average Portfolio
                                     Duration
                                     0-2 years

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

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

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            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).

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

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

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

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

37 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Short Duration Municipal Income Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual                Net Fund
                         Advisory and/or Service Other       Fund Operating Expense      Operating
         Share Classes   Fees     (12b-1) Fees   Expenses(1) Expenses       Reduction(2) Expenses
         -----------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>            <C>          <C>
         Institutional   0.20%    None           0.42%       0.62%          (0.23)%      0.39%
         -----------------------------------------------------------------------------------------
         Administrative  0.20     0.25%          0.19        0.64            0.00        0.64
         -----------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect a 0.19% Administrative Fee paid by each
                class and 0.23% organizational expenses paid by the
                Institutional Class.
            (2) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Fund Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees fees, 0.39% and 0.64%, respectively.
                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 Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
         Share Classes         Year 1             Year 3             Year 5             Year 10
         --------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional         $40                $175               $323               $752
         --------------------------------------------------------------------------------------
         Administrative         65                 205                357                798
         --------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus 38
<PAGE>

            PIMCO Municipal Bond Fund                             Ticker
                                                                  Symbols:
                                                                  PFMIX (Inst.
                                                                  Class)
                                                                  N/A (Admin.
                                                                  Class)

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

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

             The Fund may invest up to 20% of its net assets in U.S.
            Government Securities, money market instruments and/or "private
            activity" bonds. For shareholders subject to the federal
            alternative minimum tax ("AMT"), distributions derived from
            "private activity" bonds must be included in their AMT
            calculations, and as such a portion of the Fund's distribution may
            be subject to federal income tax. The Fund invests primarily in
            investment grade debt securities, but may invest up to 10% of its
            net assets in Municipal Bonds or "private activity" bonds which
            are high yield securities ("junk bonds") rated at least Ba by
            Moody's or BB by S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund may invest more than 25% of its
            assets in bonds of issuers in California and New York. To the
            extent that the Fund concentrates its investments in California or
            New York, it will be subject to California or New York State
            Specific Risk. The average portfolio duration of this Fund
            normally varies within a three- to ten-year time frame, based on
            PIMCO's forecast for interest rates. The Fund will seek income
            that is high relative to prevailing rates from Municipal Bonds.
            Capital appreciation, if any, generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            state, municipality or issuer.

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements on U.S. Government Securities
            and Municipal Bonds, and invest in mortgage- or asset-backed
            securities. The Fund may lend its portfolio securities to brokers,
            dealers and other financial institutions to earn income. 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).

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

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

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

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

39  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Municipal Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                            [GRAPH]                         1/1/00-6/30/00 4.15%

                         Annual Return                      Highest and Lowest
                                                            Quarter Returns
                         98       99                        (for periods shown
                        -----   ------                      in the bar chart)
                        6.07%   -3.72%                      --------------------
                                                            Highest (3rd Qtr.
                                                            '98)           3.33%
                                                            --------------------
                                                            Lowest (2nd Qtr.
                                                            '99)          -2.36%


                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                     1 Year         (12/31/97)
         -------------------------------------------------------------------------
         <S>                                         <C>            <C>
         Institutional Class                         -3.72%         1.06%
         -------------------------------------------------------------------------
         Administrative Class                        -3.95%         0.64%
         -------------------------------------------------------------------------
         Lehman General Municipal Bond Index(1)      -2.07%         2.12%
         -------------------------------------------------------------------------
         Lipper General Municipal Fund Avg(2)        -4.63%         0.23%
         -------------------------------------------------------------------------
</TABLE>
            (1) The Lehman General Municipal Bond Index is an unmanaged index
                of municipal bonds with an average duration of 7.50 years as
                of 6/30/00. It is not possible to invest directly in the
                index.
            (2) The Lipper General Municipal Debt Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in municipal debt issues in the top four credit
                ratings. It does not take into account sales charges.

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

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

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

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

                                                                   Prospectus 40
<PAGE>

            PIMCO California Intermediate
                 Municipal Bond Fund                                Ticker
                                                                    Symbols:
                                                                    PCIMX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

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

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

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            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).

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

              . Interest Rate Risk   . Issuer Risk          . Mortgage Risk
              . Credit Risk          . Issuer Non-          . Leveraging Risk
              . California State       Diversification      . Management Risk
                Specific Risk          Risk
              . Market Risk          . Liquidity Risk
                                     . Derivatives Risk

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

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

41  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution            Total Annual                Net Fund
                         Advisory and/or Service Other    Fund Operating Expense      Operating
         Share Class     Fees     (12b-1) Fees   Expenses Expenses       Reduction(3) Expenses
         --------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>      <C>            <C>          <C>
         Institutional   0.25%    None           0.77%(1) 1.02%          (0.53)%      0.49%
         --------------------------------------------------------------------------------------
         Administrative  0.25     0.25%          0.51 (2) 1.01           (0.26)       0.75
         --------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect a 0.24% Administrative Fee and 0.53%
                organizational expense paid by the class.
            (2) Other Expenses reflect an Administrative Fee of 0.24%,
                interest expense of 0.01% and organizational expense of 0.26%
                paid during the most recent fiscal year. Net Fund Operating
                Expenses excluding interest and organizational expense is
                0.74%. Interest expense is generally incurred as a result of
                investment management activities.
            (3) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Fund Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees fees, 0.49% and 0.74%, respectively.
                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 Institutional Class and Administrative Class
            shares of the Fund with the costs of investing in other mutual
            funds. The Examples assume that you invest $10,000 in the noted
            class of shares for the time periods indicated, and then redeem
            all your shares at the end of those periods. The Examples also
            assume that your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and that the
            Fund's operating expenses remain the same. Although your actual
            costs may be higher or lower, the Examples show what your costs
            would be based on these assumptions.

<TABLE>
<CAPTION>
         Share Class           Year 1             Year 3             Year 5             Year 10
         --------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional         $50                 $272               $512              $1,200
         --------------------------------------------------------------------------------------
         Administrative         77                  296                533               1,213
         --------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 42
<PAGE>

            PIMCO California
               Municipal Bond Fund                                  Ticker
                                                                    Symbols:
                                                                    N/A (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

                                     Average Portfolio
                                     Duration
                                     3-12 years

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

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

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

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            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).

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

              .Interest Rate Risk    .Issuer Risk           .Mortgage Risk
              .Credit Risk           .Issuer Non-           .Leveraging Risk
              .California State       Diversification Risk  .Management Risk
               Specific Risk         .Liquidity Risk
              .Market Risk           .Derivatives Risk

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

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

43 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO California Municipal Bond Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual                Net Fund
                         Advisory and/or Service Other       Fund Operating Expense      Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses       Reduction(2) Expenses
         -----------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>            <C>          <C>
         Institutional   0.25%    None           0.63%       0.88%          (0.39)%      0.49%
         -----------------------------------------------------------------------------------------
         Administrative  0.25     0.25%          0.24        0.74            0.00        0.74
         -----------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses, which are based on estimated amounts for the
                initial fiscal year of the class, reflect a 0.24%
                Administrative Fee and 0.39% representing the Fund's
                organizational expenses as attributed to the class and pro
                rata Trustee's fees.
            (2) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Fund Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees fees, 0.49% and 0.74%, respectively.
                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 Institutional Class and Administrative Class
            shares of the Fund with the costs of investing in other mutual
            funds. The Examples assume that you invest $10,000 in the noted
            class of shares for the time periods indicated, and then redeem
            all your shares at the end of those periods. The Examples also
            assume that your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and that the
            Fund's operating expenses remain the same. Although your actual
            costs may be higher or lower, the Examples show what your costs
            would be based on these assumptions.

<TABLE>
<CAPTION>
         Share Class           Year 1             Year 3             Year 5             Year 10
         -----------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional         $50                $242               $449               $1,048
         -----------------------------------------------------------------------------------------
         Administrative         76                 237                411                  918
         -----------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 44
<PAGE>

            PIMCO New York                                          Ticker
               Municipal Bond Fund                                  Symbols:
                                                                    N/A (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

--------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high             Intermediate to      B to Aaa; maximum
and           current income         long-term            10% below Baa
Strategies    exempt from            maturity
              federal and New        municipal            Dividend Frequency
              York income tax.       securities           Declared daily and
              Capital                (exempt from         distributed monthly
              appreciation is a      federal and New
              secondary              York income tax)
              objective.
                                     Average Portfolio
                                     Duration
                                     3-12 years

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

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

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

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn
            income.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).

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

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

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

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

45 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO New York Municipal Bond Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual                Net Fund
                         Advisory and/or Service Other       Fund Operating Expense      Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses       Reduction(2) Expenses
         -----------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>            <C>          <C>
         Institutional   0.25%    None           1.05%       1.30%          (0.81)%      0.49%
         -----------------------------------------------------------------------------------------
         Administrative  0.25     0.25%          0.24        0.74            0.00        0.74
         -----------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect a 0.24% Administrative Fee paid by each
                class and 0.81% organizational expenses paid by the
                Institutional Class.
            (2) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Fund Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees fees, 0.49% and 0.74%, respectively.
                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 Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
         Share Class           Year 1             Year 3             Year 5             Year 10
         --------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional         $50                $332               $635               $1,497
         --------------------------------------------------------------------------------------
         Administrative         76                 237                411                  918
         --------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 46
<PAGE>

            PIMCO Global Bond Fund                          Ticker Symbols:
                                                            PIGLX (Inst. Class)
                                                            PADMX (Admin.
                                                            Class)

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

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

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of various factors, including,
            but not limited to, relative interest rates, exchange rates,
            monetary and fiscal policies, trade and current account balances.
            Investments in the securities of issuers located outside the
            United States will normally vary between 25% and 75% of the Fund's
            assets. The average portfolio duration of this Fund normally
            varies within a three- to seven-year time frame. The Fund invests
            primarily in investment grade debt securities, but may invest up
            to 10% of its assets in high yield securities ("junk bonds") rated
            B or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund is non-diversified, which
            means that it may concentrate its assets in a smaller number of
            issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

47 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                          More Recent Return
                                                          Information
                                                          --------------------
                         [GRAPH]                          1/1/00-6/30/00 -0.32%

                     Annual Return                        Highest and Lowest
                                                          Quarter Returns
        94      95      96      97      98      99        (for periods shown
      ------  ------  ------  ------  ------  ------      in the bar chart)
      -1.70%  22.96%  10.32%  -0.90%  12.50%  -4.29%      --------------------
                                                          Highest (1st Qtr.
                                                          '95)            8.40%
                                                          --------------------
                                                          Lowest (1st Qtr.
                                                          '97)           -4.40%



                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
                                                                Fund Inception
                                                 1 Year 5 Years (11/23/93)(3)
         ---------------------------------------------------------------------
         <S>                                     <C>    <C>     <C>
         Institutional Class                     -4.29% 7.68%   6.57%
         ---------------------------------------------------------------------
         Administrative Class                    -4.52% 7.45%   6.34%
         ---------------------------------------------------------------------
         J.P. Morgan Global (Unhedged) Index(1)  -5.07% 6.69%   5.86%
         ---------------------------------------------------------------------
         Lipper Global Income Fund Avg(2)        -2.43% 6.36%   4.45%
         ---------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Global (Unhedged) Index is an unmanaged index
                representative of the total return performance in U.S. dollars
                on an unhedged basis of major world bond markets. It is not
                possible to invest directly in the index.
            (2) The Lipper Global Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, one of which may be the United States. It
                does not take into account sales charges.
            (3) The Fund began operations on 11/23/93. Index comparisons began
                on 11/30/93.

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.46%       0.71%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.42        0.92
         ---------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.30% paid by
                each class and interest expense of 0.16% for the Institutional
                Class and 0.12% for the Administrative Class, paid during the
                most recent fiscal year. Total Annual Operating Expenses
                excluding interest expense is 0.55% for the Institutional
                Class and 0.80% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $73      $227           $395         $883
         ---------------------------------------------------------------------
         Administrative   94       293            509        1,131
         ---------------------------------------------------------------------
</TABLE>

                                                                 Prospectus  48
<PAGE>

            PIMCO Global Bond Fund II                               Ticker
                                                                    Symbols:
                                                                    PGBIX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

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

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

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of various factors, including,
            but not limited to, relative interest rates, exchange rates,
            monetary and fiscal policies, trade and current account balances.
            Investments in the securities of issuers located outside the
            United States will normally vary between 25% and 75% of the Fund's
            assets. The average portfolio duration of this Fund normally
            varies within a three- to seven-year time frame. The Fund invests
            primarily in investment grade securities, but may invest up to 10%
            of its assets in high yield securities ("junk bonds") rated B or
            higher by Moody's or S&P, or, if unrated, determined by PIMCO to
            be of comparable quality. The Fund is non-diversified, which means
            that it may concentrate its assets in a smaller number of issuers
            than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception of Institutional Class shares
            (2/25/98), performance information shown in the bar chart
            (including the information to its right) and in the Average Annual
            Total Returns table is based on the performance of the Fund's
            Class A shares, which are offered in a different prospectus. The
            prior Class A performance has been adjusted to reflect the actual
            fees and expenses paid by Institutional Class shares, including no
            sales charges (loads) and lower distribution and/or service (12b-
            1) fees (if any) and administrative fees. The Administrative Class
            of the Fund has not yet commenced operations as of the date of
            this prospectus. Past performance is no guarantee of future
            results.

49 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

                                                           More Recent Return
                                                           Information
                                                           --------------------
                            [GRAPH]                        1/1/00-6/30/00 3.89%

                         Annual Return
                                                           Highest and Lowest
                                                           Quarter Returns
                    96     97     98     99                (for periods shown
                  ------ ------ ------ ------              in the bar chart)
                  12.84%  8.68%  7.71%  0.29%              --------------------
                                                           Highest (3rd Qtr.
                                                           '96)           5.39%
                                                           --------------------
                                                           Lowest (2nd Qtr.
                                                           '99)          -1.72%

                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                     Fund Inception
                                                    1 Year           (10/2/95)(3)
         --------------------------------------------------------------------------
         <S>                                        <C>              <C>
         Institutional Class                         0.29%           8.51%
         --------------------------------------------------------------------------
         J.P. Morgan Global (Hedged) Index(1)        0.73%           8.40%
         --------------------------------------------------------------------------
         Lipper Global Income Fund Avg(2)           -2.43%           4.63%
         --------------------------------------------------------------------------
</TABLE>
            (1)  The J.P. Morgan Global (Hedged) Index is an unmanaged index
                 representative of the total return performance in U.S.
                 dollars on a hedged basis of major world bond markets. It is
                 not possible to invest directly in the index.
            (2)  The Lipper Global Income Fund Average is a total return
                 performance average of Funds tracked by Lipper Analytical
                 Services, Inc. that invest primarily in U.S. dollar and non-
                 U.S. dollar debt securities of issuers located in at least
                 three countries, one of which may be the United States. It
                 does not take into account sales charges.
            (3)  The Fund began operations on 10/2/95. Index comparisons began
                 on 9/30/95.

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

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.36%       0.61%
         ---------------------------------------------------------------------
         Administrative  0.25     0.25%          0.36        0.86
         ---------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.30% paid by
                each class and interest expense of 0.06% paid by the
                Institutional Class during the most recent fiscal year.
                Because the Administrative Class of the Fund was not
                operational during the last fiscal year, Other Expenses
                include interest expense incurred by the Institutional Class.
                Total Annual Fund Operating Expenses excluding interest
                expense is 0.55% for the Institutional Class and 0.80% for the
                Administrative Class. Interest expense is generally incurred
                as a result of investment management activities.

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

<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $62      $195           $340          $762
         ---------------------------------------------------------------------
         Administrative   88       274            477         1,061
         ---------------------------------------------------------------------
</TABLE>

                                                                 Prospectus  50
<PAGE>

            PIMCO Foreign Bond Fund                   Ticker Symbols:
                                                      PFORX (Inst. Class)
                                                      PFRAX (Admin. Class)

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

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

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of various factors, including,
            but not limited to relative interest rates, exchange rates,
            monetary and fiscal policies, trade and current account balances.
            The average portfolio duration of this Fund normally varies within
            a three- to seven-year time frame. The Fund invests primarily in
            investment grade debt securities, but may invest up to 10% of its
            assets in high yield securities ("junk bonds") rated B or higher
            by Moody's or S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund is non-diversified, which means that
            it may concentrate its assets in a smaller number of issuers than
            a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

51 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Foreign Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                          [GRAPH]                           1/1/00-6/30/00 3.84%

                       Annual Return                        Highest and Lowest
                                                            Quarter Returns
        93     94     95     96     97     98     99        (for periods shown
      ------ ------ ------ ------ ------ ------ ------      in the bar chart)
      16.40% -7.30% 21.22% 18.89%  9.60% 10.03%  1.56%      --------------------
                                                            Highest (4th Qtr.
                                                            '95)           7.23%
                                                            --------------------
                                                            Lowest (1st Qtr.
                                                            '94)          -4.22%



                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                  1 Year  5 Years (12/3/92)(3)
         -------------------------------------------------------------------
         <S>                                      <C>     <C>     <C>
         Institutional Class                      1.56%   12.04%  9.76%
         -------------------------------------------------------------------
         Administrative Class                     1.31%   11.76%  9.50%
         -------------------------------------------------------------------
         J.P. Morgan Non-U.S. Index (Hedged)(1)   2.48%   11.14%  9.11%
         -------------------------------------------------------------------
         Lipper International Income Fund Avg(2) -4.57%    6.45%  6.06%
         -------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Non-U.S. Index (Hedged) in an unmanaged index
                representative of the total return performance in U.S. dollars
                of major non-U.S. bond markets with an average duration of
                5.74 years as of 6/30/00. It is not possible to invest
                directly in the index.
            (2) The Lipper International Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, excluding the United States, except in
                periods of market weakness. It does not take into account
                sales charges.
            (3) The Fund began operations on 12/3/92. Index comparisons began
                on 11/30/92.

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

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

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.44%       0.69%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.47        0.97
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.25% paid by
                each class and interest expense of 0.19% for the Institutional
                Class and 0.22% for the Administrative Class, paid during the
                most recent fiscal year. Total Annual Operating Expenses
                excluding interest expense is 0.50% for the Institutional
                Class and 0.75% for the Administrative Class. Interest expense
                is generally incurred as a result of investment management
                activities.

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

<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $70      $221           $384          $859
            ------------------------------------------------------------------
            Administrative   99       309            536         1,190
            ------------------------------------------------------------------
</TABLE>

                                                                 Prospectus  52
<PAGE>

            PIMCO Emerging Markets Bond Fund          Ticker Symbols:
                                                      PEBIX (Inst. Class)
                                                      PEBAX (Admin. Class)

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

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in Fixed
            Income Instruments of issuers that economically are tied to
            countries with emerging securities markets. Such securities may be
            denominated in non-U.S. currencies and the U.S. dollar. A security
            is economically tied to an emerging market country if it is
            principally traded on the country's securities markets, or the
            issuer is organized or principally operates in the country,
            derives a majority of its income from its operations within the
            country, or has a majority of its assets in the country. The
            average portfolio duration of this Fund varies based on PIMCO's
            forecast for interest rates and, under normal market conditions,
            is not expected to exceed eight years.

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

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

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. 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.

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

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

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

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

53 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                       More Recent Return
                                                       Information
                                                       ------------------------
                      [GRAPH]                          1/1/00-6/30/00     7.01%

                    Annual Return                      Highest and Lowest
                                                       Quarter Returns
                    98         99                      (for periods shown
                  -------    ------                    in the bar chart)
                  -11.76%    26.58%                    ------------------------
                                                       Highest (4th Qtr.
                                                       '98)              12.27%
                                                       ------------------------
                                                       Lowest (3rd Qtr.
                                                       '98              -21.05%



                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                 Fund Inception
                                                          1 Year (7/31/97)
         ----------------------------------------------------------------------
         <S>                                              <C>    <C>
         Institutional Class                              26.58%  3.45%
         ----------------------------------------------------------------------
         Administrative Class                             26.28%  3.19%
         ----------------------------------------------------------------------
         J.P. Morgan Emerging Markets Bond Index Plus(1)  25.99%  2.52%
         ----------------------------------------------------------------------
         Lipper Emerging Market Debt Fund Avg(2)          24.51% -1.10%
         ----------------------------------------------------------------------
</TABLE>
            (1)  The J.P. Morgan Emerging Markets Bond Index Plus is an
                 unmanaged index which tracks the total returns for external-
                 currency denominated debt instruments of emerging markets. It
                 is not possible to invest directly in the index.
            (2)  The Lipper Emerging Market Debt Fund Average is a total
                 return performance average of Funds tracked by Lipper
                 Analytical Services, Inc. that seek either current income or
                 total return by investing at least 65% of total assets in
                 emerging market debt securities. It does not take into
                 account sales charges.

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.45%    None           0.44%       0.89%
         ---------------------------------------------------------------------
         Administrative  0.45     0.25%          0.44        1.14
         ---------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect an Administrative Fee of 0.40% and
                interest expense of 0.04% paid during the most recent fiscal
                year. Total Annual Operating Expenses excluding interest
                expense is 0.85% for the Institutional Class and 1.10% for the
                Administrative Class. Interest expense is generally incurred
                as a result of investment management activities.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1      Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>         <C>            <C>         <C>
         Institutional   $91         $284           $493        $1,096
         ---------------------------------------------------------------------
         Administrative  116          362            628         1,386
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 54
<PAGE>

            PIMCO Strategic Balanced Fund                   Ticker Symbols:
                                                            PSBIX (Inst. Class)
                                                            PSBAX (Admin. Class)
--------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus            Credit Quality
Investments   Seeks maximum          45-75% StocksPLUS     (of Underlying Funds)
and           total return,          Fund; 25-55%          B to Aaa; maximum
Strategies    consistent with        Total Return Fund     10% below Baa
              preservation of
              capital and            Average Portfolio     Dividend Frequency
              prudent                Duration              Declared and
              investment             (of Underlying Funds) distributed quarterly
              management             0-6 years

            The Fund seeks to achieve its investment objective by normally
            investing between 45% and 75% of its assets in the StocksPLUS Fund
            and between 25% and 55% of its assets in the Total Return Fund
            (collectively, the "Underlying Funds"). The Fund invests all of
            its assets in shares of the Underlying Funds and does not invest
            directly in stocks or bonds of other issuers.

             The StocksPLUS Fund seeks to exceed the total return of the S&P
            500 by investing under normal circumstances substantially all of
            its assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Total Return Fund seeks to achieve its
            investment objective by investing at least 65% of its assets in a
            diversified portfolio of Fixed Income Securities of various
            maturities. Please see the Fund Summaries of the Underlying Funds
            in this prospectus for information on their investment styles and
            primary investments.

             PIMCO determines how the Fund will allocate and reallocate its
            assets between the Underlying Funds according to the Fund's
            equity/fixed income allocation targets and ranges. PIMCO does not
            allocate the Fund's assets according to a predetermined blend of
            shares of the Underlying Funds. Instead, PIMCO will determine the
            mix of Underlying Funds appropriate for the Fund based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income investments within specific phases of the
            business cycle.

             The Fund is a "fund of funds," which is a term used to describe
            mutual funds that pursue their investment objectives by investing
            in other mutual funds. The cost of investing in the Fund will
            generally be higher than the cost of investing in a mutual fund
            that invests directly in individual stocks and bonds. By investing
            in the Fund, an investor will indirectly bear fees and expenses
            charged by the Underlying Funds in addition to the Fund's direct
            fees and expenses. In addition, the use of a fund of funds
            structure could affect the timing, amount and character of
            distributions to shareholders and may therefore increase the
            amount of taxes payable by shareholders.

             In addition to the StocksPLUS and Total Return Funds, the Fund
            may in the future invest in additional funds in the PIMCO Funds
            family at the discretion of PIMCO and without shareholder
            approval.

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

              .Allocation Risk       .Underlying Fund Risk

             Among the principal risks of investing in the Underlying Funds,
            and consequently the Fund, which could adversely affect the net
            asset value, yield and total return of the Fund, are:

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

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks associated
            with the Underlying Funds and an investment in the Fund.

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of broad-based securities market indices and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (6/30/99), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results, and the Fund achieved the
            performance track record shown during a period when it pursued its
            investment objective using different investment policies strategies.

55 PIMCO Funds: Pacific Investment Management Series

<PAGE>

            PIMCO Strategic Balanced Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                        More Recent Return
                                                        Information
                                                        ---------------------
                                                        1/1/00-6/30/00 -0.49%
                         [GRAPH]

                      Annual Return                     Highest and Lowest
                                                        Quarter Returns
                  97       98        99                 (for periods shown
                ------   ------    ------               in the bar chart)
                24.17%   19.66%    11.56%               ---------------------
                                                        Highest (2nd Qtr.
                                                        '97)           12.23%
                                                        ---------------------
                                                        Lowest (3rd Qtr.
                                                        '98)           -4.60%

                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                           1 Year (6/28/96)(4)
         -----------------------------------------------------------------------
         <S>                                               <C>    <C>
         Institutional Class                               11.56% 18.74%
         -----------------------------------------------------------------------
         Administrative Class                              11.26% 18.44%
         -----------------------------------------------------------------------
         S&P 500 Index(1)                                  21.04% 27.14%
         -----------------------------------------------------------------------
         S&P 500 and Lehman Aggregate Bond Index Blend(2)  12.00% 18.76%
         -----------------------------------------------------------------------
         Lipper Balanced Fund Avg(3)                        8.73% 14.35%
         -----------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The index used for the Fund is a static self-blended index
                consisting 60% of the S&P 500 Composite Stock Price Index and
                40% of the Lehman Brothers Aggregate Bond Index. The Fund
                believes this self-blended index reflects the Fund's
                investment strategy more accurately than the S&P 500 Index. It
                is not possible to invest directly in the index.
            (3) The Lipper Balanced Fund Average is a total return performance
                average of Funds tracked by Lipper Analytical Services, Inc.,
                whose primary objective is to conserve principal by
                maintaining at all times a balanced portfolio of both stocks
                and bonds. It does not take into account sales charges.
            (4) The Fund began operations on 6/28/96. Index comparisons began
                on 6/30/96.

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

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

<TABLE>
<CAPTION>
                                  Distribution                                Total Annual
                         Advisory and/or Service Other       Underlying       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Fund Expenses    Expenses(2)
         -----------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>              <C>
         Institutional   None     None           0.05%       0.59%            0.64%
         -----------------------------------------------------------------------------------
         Administrative  None     0.25%          0.05        0.59             0.89
         -----------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect a 0.05% Administrative Fee paid by the
                class.
            (2) Based on estimated expenses for the current fiscal year.
                Underlying Fund Expenses for the Fund are estimated based upon
                a 65%/35% allocation of the Fund's assets between the
                StocksPLUS and Total Return Funds and upon the estimated total
                annual operating expenses of the Institutional Class Shares of
                these Underlying Funds. Total Actual Underlying Fund Expenses
                will vary with changes in the expenses of the Underlying
                Funds, as well as allocation of the Fund's assets, and may be
                higher or lower than those shown above. For a listing of the
                expenses associated with each Underlying Fund for the most
                recent fiscal year, please see the Fund Summaries of the
                Underlying Funds.

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

<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ---------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $65      $205           $357          $798
         ---------------------------------------------------------------------
         Administrative   91       284            493         1,096
         ---------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 56
<PAGE>

            PIMCO Convertible Fund                                  Ticker
                                                                    Symbols:
                                                                    PFCIX
                                                                    (Inst.
                                                                    Class)
                                                                    N/A
                                                                    (Admin.
                                                                    Class)

--------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Convertible          Caa to Aaa; maximum
and           total return,          securities           40% below Baa and
Strategies    consistent with                             10% below B
              prudent                Average Portfolio
              investment             Duration             Dividend Frequency
              management             N/A                  Declared and
                                                          distributed
                                                          quarterly

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

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 40% of its assets in high yield securities
            ("junk bonds") rated Caa or higher by Moody's or CCC or higher by
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality. The Fund may only invest up to 10% of its assets in
            convertible securities rated Caa or CCC or, if unrated, determined
            by PIMCO to be of comparable quality. The Fund may also invest up
            to 20% of its assets in securities denominated in foreign
            currencies, and may invest beyond this limit in U.S. dollar-
            denominated securities of foreign issuers. In addition, the Fund
            may invest up to 35% of its assets in common stock or in other
            Fixed Income Instruments.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, and may
            invest in 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.

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

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

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

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

57  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Convertible Fund (continued)

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

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

<TABLE>
<CAPTION>
                                  Distribution               Total Annual                Net Fund
                         Advisory and/or Service Other       Fund Operating Expense      Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses       Reduction(2) Expenses
         -----------------------------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>            <C>          <C>
         Institutional   0.40%    None           0.29%       0.69%          (0.04)%      0.65%
         -----------------------------------------------------------------------------------------
         Administrative  0.40     0.25%          0.25        0.90            0.00        0.90
         -----------------------------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflect a 0.25% Administrative Fee paid by each
                class and 0.04% organizational expenses paid by the
                Institutional Class.
            (2) PIMCO has contractually agreed, for the Fund's current fiscal
                year, to reduce Total Annual Fund Operating Expenses for the
                Institutional and Administrative Class shares to the extent
                they would exceed, due to the payment of organizational
                expenses and Trustees fees, 0.65% and 0.90%, respectively.
                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 Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
         Share Class           Year 1             Year 3             Year 5             Year 10
         --------------------------------------------------------------------------------------
         <S>                   <C>                <C>                <C>                <C>
         Institutional          $66                $217               $380                $855
         --------------------------------------------------------------------------------------
         Administrative          92                 287                498               1,108
         --------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 58
<PAGE>

            PIMCO StocksPLUS Fund                                   Ticker
                                                                    Symbols:
                                                                    PSTKX
                                                                    (Inst.
                                                                    Class)
                                                                    PPLAX
                                                                    (Admin.
                                                                    Class)

--------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks total            S&P 500 stock        B to Aaa; maximum
and           return which           index derivatives    10% below Baa
Strategies    exceeds that of        backed by a
              the S&P 500            portfolio of         Dividend Frequency
                                     short-term fixed     Declared and
                                     income securities    distributed
                                                          quarterly
                                     Average Portfolio
                                     Duration
                                     0-1 year

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

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

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

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

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

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

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

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

59 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO StocksPLUS Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                           More Recent Return
                                                           Information
                       [GRAPH]                             --------------------
                                                           1/1/00-6/30/00-0.64%
                    Annual Return

        94      95      96      97      98      99
       -----  ------  ------  ------  ------  ------       Highest and Lowest
       2.92%  40.52%  23.07%  32.85%  28.33%  20.13%       Quarter Returns
                                                           (for periods shown
                                                           in the bar chart)
                                                           --------------------
                                                           Highest (4th Qtr.
                                                           '98)          21.45%
                                                           --------------------
                                                           Lowest (3rd Qtr.
                                                           '98)          -9.77%

                 Calendar Year End (through 12/31)

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

<TABLE>
<CAPTION>
                                                                 Fund Inception
                                              1 Year   5 Years   (5/13/93)(3)
         ----------------------------------------------------------------------
         <S>                                  <C>      <C>       <C>
         Institutional Class                  20.13%   28.78%    23.09%
         ----------------------------------------------------------------------
         Administrative Class                 19.62%   28.36%    22.71%
         ----------------------------------------------------------------------
         S&P 500 Index(1)                     21.04%   28.56%    22.38%
         ----------------------------------------------------------------------
         Lipper Large Cap Fund Average(2)     22.29%   25.53%    19.90%
         ----------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The Lipper Large Cap Core Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 75% of their equity assets
                in companies with market capitalizations (on a 3 year weighted
                basis) of greater than 300% of the dollar weighted median
                market capitalization of the S&P 400 Mid-Cap Index. It does
                not take into account sales charges.
            (3) The Fund began operations on 5/13/93. Index comparisons began
                on 4/30/93.

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

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

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

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

                                                                   Prospectus 60
<PAGE>

            Summary of Principal Risks

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

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

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

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

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

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

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

61 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

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

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

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

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

                                                                   Prospectus 62
<PAGE>

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

Issuer      Focusing investments in a small number of issuers, industries or
Non-        foreign currencies increases risk. Funds that are "non-
Diversi-    diversified" may invest a greater percentage of their assets in
fication    the securities of a single issuer (such as bonds issued by a
Risk        particular state) than Funds that are "diversified." Funds that
            invest in a relatively small number of issuers are more
            susceptible to risks associated with a single economic, political
            or regulatory occurrence than a more diversified portfolio might
            be. Some of those issuers also may present substantial credit or
            other risks. Similarly, a Fund may be more sensitive to adverse
            economic, business or political developments if it invests a
            substantial portion of its assets in the bonds of similar projects
            or from issuers in the same state.

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

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

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

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

63 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

Allocation  The Strategic Balanced Fund's investment performance depends upon
Risk        how its assets are allocated and reallocated between the
            Underlying Funds according to the Fund's equity/fixed income
            allocation targets and ranges. A principal risk of investing in
            the Fund is that PIMCO will make less than optimal or poor asset
            allocation decisions. PIMCO attempts to identify allocations for
            the Underlying Funds that will provide consistent, quality
            performance for the Fund, but there is no guarantee that PIMCO's
            allocation techniques will produce the desired results. It is
            possible that PIMCO will focus on an Underlying Fund that performs
            poorly or underperforms other Funds under various market
            conditions. You could lose money on your investment in the Fund as
            a result of these allocation decisions.

Underlying  Because the Strategic Balanced Fund invests all of its assets in
Fund        Underlying Funds, the risks associated with investing in the Fund
Risks       are closely related to the risks associated with the securities
            and other investments held by the Underlying Funds. The ability of
            the Fund to achieve its investment objective will depend upon the
            ability of the Underlying Funds to achieve their objectives. There
            can be no assurance that the investment objective of any
            Underlying Fund will be achieved.

             The Strategic Balanced Fund's net asset value will fluctuate in
            response to changes in the net asset values of the Underlying
            Funds in which it invests. The extent to which the investment
            performance and risks associated with the Fund correlate to those
            of a particular Underlying Fund will depend upon the extent to
            which the Fund's assets are allocated from time to time for
            investment in the Underlying Fund, which will vary. The Fund's
            investment in a particular Underlying Fund normally will exceed
            25% of its assets. Because the Fund invests a significant portion
            of its assets in each Underlying Fund, it will be particularly
            sensitive to the risks associated with each of the Underlying
            Funds.

            Management of the Funds

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

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            June 30, 2000, PIMCO had approximately $199.3 billion in assets
            under management.

                                                                   Prospectus 64
<PAGE>

Advisory    Each Fund, except the Strategic Balanced Fund, pays PIMCO fees in
Fees        return for providing investment advisory services. For the fiscal
            year ended March 31, 2000, the Funds paid monthly advisory fees to
            PIMCO at the following annual rates (stated as a percentage of the
            average daily net assets of each Fund taken separately):

<TABLE>
<CAPTION>
         Fund                                             Advisory Fees
         ----------------------------------------------------------------------
         <S>                                              <C>
         Money Market Fund                                    0.15%
         Short Duration Municipal Income Fund                 0.20%
         Short-Term, Low Duration, Low Duration II, Low
          Duration III, GNMA, Moderate Duration, Real
          Return Bond, Total Return, Total Return II,
          Total Return III, Total Return Mortgage, High
          Yield, Long-Term U.S. Government, Municipal
          Bond, California Intermediate Municipal Bond,
          New York Municipal Bond, Global Bond, Global
          Bond II, and Foreign Bond Funds                     0.25%
         Strategic Balanced*, Convertible and StocksPLUS
          Funds                                               0.40%
         Emerging Markets Bond Fund                           0.45%
</TABLE>
            -------
            *Effective September 29, 2000, the advisory fee for the Strategic
             Balanced Fund is equal to an annual rate of 0.00%.

             The Investment Grade Corporate Bond, Long Duration and California
            Municipal Bond Funds were not operational during the fiscal year
            ended March 31, 2000. The investment advisory fees for the
            Investment Grade Corporate Bond, Long Duration, and California
            Municipal Bond Funds are at an annual rate of 0.25%, based upon
            the average daily net assets of the Fund.

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

             For the fiscal year ended March 31, 2000, the Funds paid PIMCO
            monthly administrative fees at the following annual rates (stated
            as a percentage of the average daily net assets attributable in
            the aggregate to the Fund's Institutional and Administrative Class
            shares):
<TABLE>
<CAPTION>
         Fund                                              Administrative Fees
         ---------------------------------------------------------------------
         <S>                                               <C>
         Low Duration and Total Return Funds                      0.18%
         Short Duration Municipal Income Fund                     0.19%
         Money Market, Short-Term and Moderate Duration
          Funds                                                   0.20%
         California Intermediate Municipal Bond and New
          York Municipal Bond Funds                               0.24%
         Low Duration II, Low Duration III, GNMA, Real
          Return Bond, Total Return II, Total Return III,
          Total Return Mortgage, High Yield, Long-Term
          U.S. Government, Municipal Bond, Foreign Bond,
          Strategic Balanced*, Convertible and StocksPLUS
          Funds                                                   0.25%
         Global Bond and Global Bond II Funds                     0.30%
         Emerging Markets Bond Fund                               0.40%
</TABLE>
            -------
            *Effective September 29, 2000, the administrative fee for the
             Strategic Balanced Fund is equal to an annual rate of 0.05%.

             The Investment Grade Corporate Bond, Long Duration and California
            Municipal Bond Funds were not operational during the fiscal year
            ended March 31, 2000. The administrative fees for the Investment
            Grade Corporate Bond, Long Duration and California Municipal Bond
            Funds are at an annual rate of 0.25%, 0.25% and 0.24%,
            respectively, based upon the average daily net assets of the Fund.

Strategic   Effective September 29, 2000, the Strategic Balanced Fund does not
Balanced    pay any fees to PIMCO under the Trust's investment advisory
Fund Fees   agreement in return for the advisory and asset allocation services
            provided by PIMCO. The Fund does, however, indirectly pay its
            proportionate share of the advisory fees paid to PIMCO by the
            Underlying Funds in which the Fund invests.

             The Fund pays administrative fees to PIMCO at an annual rate of
            0.05% based on the average daily net assets attributable in the
            aggregate to the Fund's Institutional Class and Administrative
            Class shares. The Fund also indirectly pays its proportionate
            share of the administrative fees charged by PIMCO to the
            Underlying Funds in which the Fund invests.

65 PIMCO Funds: Pacific Investment Management Series
<PAGE>

             The expenses associated with investing in a "fund of funds," such
            as the Fund, are generally higher than those for mutual funds that
            do not invest primarily in other mutual funds. This is because
            shareholders in a "fund of funds" indirectly pay a portion of the
            fees and expense charged at the underlying fund level.

             The Strategic Balanced Fund is structured in the following ways
            to lessen the impact of expenses incurred at the Underlying Fund
            level:

            .  The Fund does not pay any fees for asset allocation or advisory
               services under the Trust's investment advisory agreement.

            .  The Fund invests in Institutional Class shares of the
               Underlying Funds, which are not subject to any sales charges or
               12b-1 fees.

             PIMCO has broad discretion to allocate and reallocate the Fund's
            assets among the Underlying Funds consistent with the Fund's
            investment objective and policies and asset allocation targets and
            ranges. Although PIMCO does not charge an investment advisory fee
            for its asset allocation services, PIMCO indirectly receives fees
            (including investment advisory and administrative fees) from the
            Underlying Funds in which the Fund invests. In this regard, PIMCO
            has a financial incentive to invest the Fund's assets in
            Underlying Funds with higher fees than other Funds, even if it
            believes that alternate investments would better serve the Fund's
            investment program. PIMCO is legally obligated to disregard that
            incentive in making asset allocation decisions for the Fund. The
            Trustees and officers of the Trust may also have conflicting
            interests in fulfilling their fiduciary duties to both the Fund
            and the Underlying Funds of the Trust.

                                                                   Prospectus 66
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Recent Professional
         Fund                      Portfolio Manager    Since  Experience
         ------------------------------------------------------------------------------
         <C>                       <C>                  <C>    <S>
         Money Market              Paul A. McCulley     11/99  Executive Vice
         Short-Term                                      8/99  President, PIMCO. He has
                                                               managed fixed income
                                                               assets since joining
                                                               PIMCO in 1999. Prior to
                                                               joining PIMCO, Mr.
                                                               McCulley was associated
                                                               with Warburg Dillon Read
                                                               as a Managing Director
                                                               from 1992-1999 and Head
                                                               of Economic and Strategy
                                                               Research for the
                                                               Americas from 1995-1999,
                                                               where he managed macro
                                                               research world-wide.

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

         GNMA                      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.

         Total Return Mortgage     W. Scott Simon        4/00  Executive Vice
                                                               President, PIMCO. He
                                                               joined PIMCO as a
                                                               Portfolio Manager in
                                                               2000. Prior to that, he
                                                               was a Senior Managing
                                                               Director and co-head of
                                                               mortgage-backed security
                                                               pass-through trading at
                                                               Bear Stearns & Co.

         Real Return Bond          John B. Brynjolfsson  1/97* Executive Vice
                                                               President, PIMCO. He
                                                               joined PIMCO as a
                                                               Portfolio Manager in
                                                               1989, and has managed
                                                               fixed income accounts
                                                               for various
                                                               institutional clients
                                                               and funds since 1992.

         Long-Term U.S. Government James M. Keller       4/00  Executive Vice
         Long Duration                                    **   President, PIMCO. He
                                                               joined PIMCO as a
                                                               Portfolio Manager in
                                                               1996, and has managed
                                                               fixed income accounts
                                                               for various
                                                               institutional clients
                                                               since that time.

         Investment Grade          Chris P. Dialynas     4/00* Managing Director,
          Corporate Bond                                       PIMCO. He is a Portfolio
                                                               Manager and a senior
                                                               member of PIMCO's
                                                               investment strategy
                                                               group, and has been
                                                               associated with PIMCO
                                                               since 1980.

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

         Short Duration            Mark V. McCray        4/00  Senior Vice President,
          Municipal Income                                     PIMCO. He joined PIMCO
         Municipal Bond                                  4/00  as a Portfolio Manager
         California Intermediate                         4/00  in 2000. Prior to that,
          Municipal Bond                                       he was a bond trader
         California                                      5/00* from 1992-1999 at
          Municipal Bond                                       Goldman Sachs & Co.
         New York                                        4/00  where he was appointed
          Municipal Bond                                       Vice President in 1996
                                                               and named co-head of
                                                               municipal bond trading
                                                               in 1997 with
                                                               responsibility for the
                                                               firm's proprietary
                                                               account and supervised
                                                               municipal bond traders.

         Global Bond               Lee R. Thomas, III    7/95  Managing Director and
         Global Bond II                                 10/95* Senior International
         Foreign Bond                                    7/95  Portfolio Manager,
                                                               PIMCO. He joined PIMCO
                                                               as a Portfolio Manager
                                                               in 1995, and has managed
                                                               fixed income accounts
                                                               for various
                                                               institutional clients
                                                               and funds since that
                                                               time.

         Emerging Markets Bond     Mohamed A. El-Erian   8/99  Managing Director,
                                                               PIMCO. He joined PIMCO
                                                               as a Portfolio Manager
                                                               in 1999. Prior to
                                                               joining PIMCO, he was a
                                                               Managing Director from
                                                               1998-1999 for Salomon
                                                               Smith Barney/Citibank,
                                                               where he was head of
                                                               emerging markets
                                                               research. Prior to that
                                                               he was associated with
                                                               the International
                                                               Monetary Fund as a
                                                               Deputy Director and
                                                               Advisor from 1983-1998.

         Convertible               Sandra K. Durn        4/99* Senior Vice President,
                                                               PIMCO. She joined PIMCO
                                                               as a Portfolio Manager
                                                               in 1999. Prior to
                                                               joining PIMCO in 1999,
                                                               she was associated with
                                                               Nicholas-Applegate
                                                               Capital Management where
                                                               she was a Convertible
                                                               Securities Portfolio
                                                               Manager from 1995-1999.
</TABLE>
         -------
         * Since inception of the Fund.
         **Fund has not commenced operation as of the date of this prospectus.

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.

67 PIMCO Funds: Pacific Investment Management Series

<PAGE>

            Investment Options--
            Institutional Class and Administrative Class Shares

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

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

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

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

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

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

                                                                   Prospectus 68
<PAGE>

            Purchases, Redemptions and Exchanges

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

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

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

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

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

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

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

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

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

69 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

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

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

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

                                                                   Prospectus 70
<PAGE>

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

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

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

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

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

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

71 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

              . Other Redemption Information. Redemption proceeds will
            ordinarily be wired to the investor's bank within three business
            days after the redemption request, but may take up to seven
            business days. Redemption proceeds will be sent by wire only to
            the bank name designated on the Client Registration Application.
            Redemptions of Fund shares may be suspended when trading on the
            New York Stock Exchange is restricted or during an emergency which
            makes it impracticable for the Funds to dispose of their
            securities or to determine fairly the value of their net assets,
            or during any other period as permitted by the Securities and
            Exchange Commission for the protection of investors. Under these
            and other unusual circumstances, the Trust may suspend redemptions
            or postpone payment for more than seven days, as permitted by law.

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

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

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

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

                                                                   Prospectus 72
<PAGE>

            managed by PIMCO Advisors and its subsidiaries. Shareholders
            interested in such an exchange may request a prospectus for these
            other series by contacting PIMCO Funds at the same address and
            telephone number as the Trust.

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

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

            How Fund Shares Are Priced

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

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

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

             Investments initially valued in currencies other than the U.S.
            dollar are converted to U.S. dollars using exchange rates obtained
            from pricing services. As a result, the NAV of a Fund's shares may
            be affected by changes in the value of currencies in relation to
            the U.S. dollar. The value of securities traded in markets

73 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            outside the United States or denominated in currencies other than
            the U.S. dollar may be affected significantly on a day that the
            New York Stock Exchange is closed and an investor is not able to
            purchase, redeem or exchange shares.

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

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

             Under certain circumstances, the per share NAV of the
            Administrative Class shares of the Funds may be lower than the per
            share NAV of the Institutional Class shares as a result of the
            daily expense accruals of the service and/or distribution fees
            paid by Administrative Class shares. Generally, for Funds that pay
            income dividends, those dividends are expected to differ over time
            by approximately the amount of the expense accrual differential
            between the two classes.

            Fund Distributions

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

<TABLE>
<CAPTION>
                                              Declared Daily
                                                 and Paid     Declared and
         Fund                                    Monthly     Paid Quarterly
         ------------------------------------------------------------------
         <S>                                  <C>            <C>
         Fixed Income Funds                         .
         ------------------------------------------------------------------
         Strategic Balanced, Convertible and
          StocksPLUS Funds                                         .
         ------------------------------------------------------------------
</TABLE>
             In addition, each Fund distributes any net capital gains it earns
            from the sale of portfolio securities to shareholders no less
            frequently than annually. Net short-term capital gains may be paid
            more frequently.

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

                                                                   Prospectus 74
<PAGE>

            Tax Consequences

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

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

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

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

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

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

75 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            to produce income that is generally exempt from the relevant
            state's income tax and will not benefit individuals that are not
            subject to that state's income tax.

              . A Note on the Strategic Balanced Fund. The Strategic Balanced
            Fund's use of a fund of funds structure could affect the amount,
            timing and character of distributions to shareholders, and may
            therefore increase the amount of taxes payable by shareholders.
            See "Taxation--Distributions" in the Statement of Additional
            Information.

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

            Characteristics and Risks of
            Securities and Investment Techniques

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

             The Strategic Balanced Fund invests its assets in shares of the
            Underlying Funds, and as such does not invest directly in the
            securities described below. The Underlying Funds, however, may
            invest in such securities. Because the value of an investment in
            the Strategic Balanced Fund is directly related to the investment
            performance of the Underlying Funds in which it invests, the risks
            of investing in the Strategic Balanced Fund are closely related to
            the risks associated with the Underlying Funds and their
            investments in the securities described below.

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

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

             PIMCO attempts to identify areas of the bond market that are
            undervalued relative to the rest of the market. PIMCO identifies
            these areas by grouping bonds into 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

                                                                   Prospectus 76
<PAGE>

            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.

             With respect to the Strategic Balanced Fund, PIMCO will purchase
            shares of the StocksPLUS and Total Return Funds according to the
            Strategic Balanced Fund's equity/fixed income allocation ranges.
            PIMCO does not purchase shares of the Underlying Funds according
            to any predetermined formula, but rather decides how to allocate
            the Fund's investments based upon PIMCO's methodology for
            forecasting stages in the business cycle, and the potential risk
            and reward of equity and fixed income investments at specific
            stages of the business cycle. In addition to purchasing shares of
            the StocksPLUS and Total Return Funds, PIMCO may in the future
            invest in additional funds in the PIMCO fund family without
            shareholder approval.

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

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

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

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "IO" class), while the
            other class will receive all of the principal (the principal-only,
            or "PO" class). The yield to maturity on an IO class is extremely
            sensitive to the rate of principal payments (including
            prepayments) on the underlying mortgage assets, and a rapid rate
            of principal payments may have a material adverse effect on a
            Fund's yield to maturity from these securities. A Fund may not
            invest more than 5% of its assets in any combination of IO, PO, or
            inverse floater securities. The Funds may invest in other asset-
            backed securities that have been offered to investors.

77 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as

                                                                   Prospectus 78
<PAGE>

            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-      Each Fund (except the Money Market Fund) may invest in "event-
Linked      linked bonds," which are fixed income securities for which the
Bonds       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, a Fund may lose a portion or
            all of its principal invested in the bond. Event-linked bonds
            often provide for an extension of maturity to process and audit
            loss claims where a trigger event has, or possibly has, occurred.
            An extension of maturity may increase volatility. Event-linked
            bonds may also expose the Fund to certain unanticipated risks
            including credit risk, adverse regulatory or jurisdictional
            interpretations, and adverse tax consequences. Event-linked bonds
            may also be subject to liquidity risk.

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

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

             Equity securities generally have greater price volatility than
            fixed income securities. The market price of equity securities
            owned by a 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.

Foreign     Investing in foreign securities involves special risks and
(Non-       considerations not typically associated with investing in U.S.
U.S.)       securities. Shareholders should consider carefully the substantial
Securities  risks involved for Funds that invest in securities issued by
            foreign companies and governments of foreign countries. These
            risks include: differences in accounting, auditing and financial
            reporting standards; generally higher commission rates on foreign
            portfolio transactions; the possibility of nationalization,
            expropriation or confiscatory taxation; adverse changes in
            investment or exchange control regulations; and political
            instability. Individual foreign economies may differ favorably or
            unfavorably from the U.S. economy in such respects as growth of
            gross domestic product, rates of

79 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            inflation, capital reinvestment, resources, self-sufficiency and
            balance of payments position. The securities markets, values of
            securities, yields and risks associated with foreign securities
            markets may change independently of each other. Also, foreign
            securities and dividends and interest payable on those securities
            may be subject to foreign taxes, including taxes withheld from
            payments on those securities. Foreign securities often trade with
            less frequency and volume than domestic securities and therefore
            may exhibit greater price volatility. Investments in foreign
            securities may also involve higher custodial costs than domestic
            investments and additional transaction costs with respect to
            foreign currency conversions. Changes in foreign exchange rates
            also will affect the value of securities denominated or quoted in
            foreign currencies.

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

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

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

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

Foreign     A Fund that invests directly in foreign currencies or in
(Non-       securities that trade in, or receive revenues in, foreign
U.S.)       currencies will be subject to currency risk. Foreign currency
Currencies  exchange rates may fluctuate significantly over

                                                                   Prospectus 80
<PAGE>

            short periods of time. They generally are determined by supply and
            demand in the foreign exchange markets and the relative merits of
            investments in different countries, actual or perceived changes in
            interest rates and other complex factors. Currency exchange rates
            also can be affected unpredictably by intervention (or the failure
            to intervene) by U.S. or foreign governments or central banks, or
            by currency controls or political developments. For example,
            uncertainty surrounds the introduction of the euro (a common
            currency unit for the European Union) and the effect it may have
            on the value of European currencies as well as securities
            denominated in local European currencies. These and other
            currencies in which the Funds' assets are denominated may be
            devalued against the U.S. dollar, resulting in a loss to the
            Funds.

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

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

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

             Each Fund may borrow money to the extent permitted under the
            Investment Company Act of 1940 ("1940 Act"), as amended. This
            means that, in general, a 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. A 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 Each Fund (except the Money Market Fund) may, but is not required
            to, use derivative instruments for risk management purposes or as
            part of its investment strategies. Generally, derivatives are
            financial contracts whose value depends upon, or is derived from,
            the value of an underlying asset, reference rate or index, and

81 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            may relate to stocks, bonds, interest rates, currencies or
            currency exchange rates, commodities, and related indexes.
            Examples of derivative instruments include options contracts,
            futures contracts, options on futures contracts and swap
            agreements. Each Fund (except the Money Market Fund) may invest
            some or all of its assets in derivative instruments. A portfolio
            manager may decide not to employ any of these strategies and there
            is no assurance that any derivatives strategy used by a Fund will
            succeed. A description of these and other derivative instruments
            that the Funds may use are described under "Investment Objectives
            and Policies" in the Statement of Additional Information.

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

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

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

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

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

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

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

                                                                   Prospectus 82
<PAGE>

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

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

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

Investment  The Strategic Balanced Fund invests substantially all of its
in Other    assets in other investment companies. Each other Fund may invest
Investment  up to 10% of its assets in securities of other investment
Companies   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, a 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, each
            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       Each Fund may make short sales as part of its overall portfolio
Sales       management strategies or to offset a potential decline in value of
            a security. A short sale involves the sale of a security that is
            borrowed from a broker or other institution to complete the sale.
            Short sales expose a Fund to the risk that it will be required to
            acquire, convert or exchange securities to replace the borrowed
            securities (also known as "covering" the short position) at a time
            when the securities sold short have appreciated in value, thus
            resulting in a loss to the Fund. A Fund making a short sale 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.

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

83 PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

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

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

             With respect to the Strategic Balanced Fund, PIMCO does not
            expect to reallocate the Fund's assets among the Underlying Funds
            on a frequent basis so the portfolio turnover rate for the Fund is
            expected to be modest (i.e., less than 25%) in comparison to most
            mutual funds. However, the Fund indirectly bears the expenses
            associated with portfolio turnover of the Underlying Funds, which
            may have fairly high portfolio turnover rates (i.e., in excess of
            100%). Shareholders in the Fund may also bear expenses directly or
            indirectly through sales of securities held by the Fund and the
            Underlying Funds which result in realization of taxable capital
            gains. To the extent such gains relate to securities held for
            twelve months or less, such gains will be short-term capital gains
            taxed at ordinary income tax rates when distributed to
            shareholders who are individuals.

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

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

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

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

                                                                   Prospectus 84
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help a shareholder
            understand the financial performance of Institutional and
            Administrative Class shares of each Fund for the past 5 years or,
            if the class is less than 5 years old, since the class of shares
            was first offered. Certain information reflects financial results
            for a single Fund share. The total returns in the table represent
            the rate that an investor would have earned or lost on an
            investment in a particular class of shares of a Fund, assuming
            reinvestment of all dividends and distributions. This information
            has been audited by PricewaterhouseCoopers LLP, whose report,
            along with each Fund's financial statements, are included in the
            Trust's annual report to shareholders. The annual report is
            incorporated by reference in the Statement of Additional
            Information and is available free of charge upon request from the
            Distributor.
<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Money Market Fund
 Institutional Class
 03/31/2000               $ 1.00     $0.05(a)      $ 0.00 (a)    $0.05       $(0.05)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1998                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1997                 1.00      0.05           0.00         0.05        (0.05)       0.00          0.00          0.00
 11/01/1995 - 03/31/1996    1.00      0.02           0.00         0.02        (0.02)       0.00          0.00          0.00
 Administrative Class
 03/31/2000                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1999                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1998                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1997                 1.00      0.05           0.00         0.05        (0.05)       0.00          0.00          0.00
 11/01/1995 - 03/31/1996    1.00      0.02           0.00         0.02        (0.02)       0.00          0.00          0.00
Short-Term Fund
 Institutional Class
 03/31/2000               $10.03     $0.59(a)      $(0.08)(a)    $0.51       $(0.59)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.06      0.57(a)       (0.02)(a)     0.55        (0.57)       0.00          0.00         (0.01)
 03/31/1998                10.00      0.62(a)        0.06 (a)     0.68        (0.60)      (0.01)        (0.01)         0.00
 03/31/1997                 9.92      0.61           0.08         0.69        (0.59)      (0.02)         0.00          0.00
 03/31/1996                 9.79      0.69           0.12         0.81        (0.65)      (0.03)         0.00          0.00
 Administrative Class
 03/31/2000                10.03      0.57(a)       (0.09)(a)     0.48        (0.56)       0.00          0.00          0.00
 03/31/1999                10.06      0.54(a)       (0.02)(a)     0.52        (0.54)       0.00          0.00         (0.01)
 03/31/1998                10.00      0.59(a)        0.07 (a)     0.66        (0.58)      (0.01)        (0.01)         0.00
 03/31/1997                 9.92      0.58           0.08         0.66        (0.57)      (0.01)         0.00          0.00
 02/01/1996 - 03/31/1996    9.98      0.11          (0.07)        0.04        (0.10)       0.00          0.00          0.00
Low Duration Fund
 Institutional Class
 03/31/2000               $10.10     $0.64(a)      $(0.29)(a)    $0.35       $(0.63)     $(0.01)       $ 0.00        $ 0.00
 03/31/1999                10.18      0.65(a)       (0.02)(a)     0.63        (0.65)       0.00         (0.01)        (0.05)
 03/31/1998                 9.98      0.65(a)        0.23 (a)     0.88        (0.63)      (0.02)        (0.03)         0.00
 03/31/1997                 9.95      0.64           0.03         0.67        (0.63)      (0.01)         0.00          0.00
 03/31/1996                 9.76      0.66           0.21         0.87        (0.68)       0.00          0.00          0.00
 Administrative Class
 03/31/2000                10.10      0.61(a)       (0.29)(a)     0.32        (0.60)      (0.01)         0.00          0.00
 03/31/1999                10.18      0.62(a)       (0.02)(a)     0.60        (0.62)       0.00         (0.01)        (0.05)
 03/31/1998                 9.98      0.63(a)        0.22 (a)     0.85        (0.60)      (0.02)        (0.03)         0.00
 03/31/1997                 9.95      0.62           0.03         0.65        (0.60)      (0.02)         0.00          0.00
 03/31/1996                 9.76      0.63           0.21         0.84        (0.65)       0.00          0.00          0.00
</TABLE>
-------
(a) Per share amounts based on average number of shares outstanding during the
    period.

85  PIMCO Funds: Pacific Investment Management Series
<PAGE>




<TABLE>
<CAPTION>
                                                                   Ratio of Net
Tax Basis                Net Asset        Net Assets  Ratio of      Investment
 Return                    Value             End     Expenses to    Income to   Portfolio
   of          Total        End    Total  of Period    Average       Average    Turnover
 Capital   Distributions of Period Return   (000's)  Net Assets     Net Assets    Rate
-----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>    <C>        <C>           <C>          <C>
  $0.00       $(0.05)     $ 1.00    5.21% $  305,016    0.35%          5.04%       N/A
   0.00        (0.05)       1.00    5.14     322,290    0.35           4.85        N/A
   0.00        (0.05)       1.00    5.40      55,335    0.35           5.29        N/A
   0.00        (0.05)       1.00    5.19      23,497    0.40           5.08        N/A
   0.00        (0.02)       1.00    2.58      25,935    0.33+          5.44+       N/A

   0.00        (0.05)       1.00    4.96       9,791    0.60           4.79        N/A
   0.00        (0.05)       1.00    4.93       9,273    0.60           4.44        N/A
   0.00        (0.05)       1.00    5.12         749    0.60           5.04        N/A
   0.00        (0.05)       1.00    4.94          12    0.66           4.83        N/A
   0.00        (0.02)       1.00    2.47          10    0.61+          5.95+       N/A

  $0.00       $(0.59)     $ 9.95    5.19% $  589,203    0.64% (c)      5.88%        38%
   0.00        (0.58)      10.03    5.63     495,752    0.45           5.66         47
   0.00        (0.62)      10.06    7.06     172,846    0.45           6.12         48
   0.00        (0.61)      10.00    7.12     156,515    0.47           6.12         77
   0.00        (0.68)       9.92    8.49     101,797    0.58           6.86        215

   0.00        (0.56)       9.95    4.91      15,137    0.89  (e)      5.67         38
   0.00        (0.55)      10.03    5.39       3,769    0.70           5.37         47
   0.00        (0.60)      10.06    6.80       5,147    0.70           5.86         48
   0.00        (0.58)      10.00    6.86       4,513    0.72           5.87         77
   0.00        (0.10)       9.92    0.41       3,999    0.52+          4.44+       215
  $0.00       $(0.64)     $ 9.81    3.56% $3,440,455    0.51% (b)      6.40%        82%

   0.00        (0.71)      10.10    6.35   3,367,438    0.43           6.36        245
   0.00        (0.68)      10.18    9.00   2,759,531    0.43           6.39        309
   0.00        (0.64)       9.98    6.97   2,797,001    0.43           6.46        240
   0.00        (0.68)       9.95    9.13   2,677,574    0.42           6.88        209

   0.00        (0.61)       9.81    3.30%    118,874    0.75  (d)      6.13         82
   0.00        (0.68)      10.10    6.09     128,212    0.68           6.09        245
   0.00        (0.65)      10.18    8.73      46,186    0.68           6.16        309
   0.00        (0.62)       9.98    6.71      23,564    0.68           6.21        240
   0.00        (0.65)       9.95    8.83       2,536    0.69           6.73        209
</TABLE>
-------
+ Annualized.
(b) Ratio of expenses to average net assets excluding interest expense is
    0.43%.
(c) Ratio of expenses to average net assets excluding interest expense is
    0.45%.
(d) Ratio of expenses to average net assets excluding interest expense is
    0.68%.
(e) Ratio of expenses to average net assets excluding interest expense is
    0.70%.

                                                                   Prospectus 86
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Low Duration Fund II
 Institutional Class
 03/31/2000               $ 9.95     $0.58(a)      $(0.27)(a)    $0.31       $(0.57)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.00      0.58(a)        0.00 (a)     0.58        (0.58)       0.00          0.00         (0.05)
 03/31/1998                 9.81      0.22(a)        0.59 (a)     0.81        (0.56)      (0.04)        (0.02)         0.00
 03/31/1997                 9.82      0.62          (0.03)        0.59        (0.58)      (0.02)         0.00          0.00
 03/31/1996                 9.77      0.66           0.04         0.70        (0.60)      (0.03)         0.00          0.00
 Administrative Class
 03/31/2000                 9.95      0.52(a)       (0.23)(a)     0.29        (0.55)       0.00          0.00          0.00
 03/31/1999                10.00      0.56(a)        0.00 (a)     0.56        (0.56)       0.00          0.00         (0.05)
 02/02/1998 - 03/31/1998   10.03      0.14(a)       (0.08)(a)     0.06        (0.08)      (0.01)         0.00          0.00
Low Duration Fund III
 Institutional Class
 03/31/2000               $ 9.98     $0.61(a)      $(0.32)(a)    $0.29       $(0.61)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.05      0.60(a)        0.00 (a)     0.60        (0.60)       0.00          0.00         (0.07)
 03/31/1998                 9.91      0.53(a)        0.24 (a)     0.77        (0.60)       0.00         (0.03)         0.00
 12/31/1996 - 03/31/1997   10.00      0.15          (0.09)        0.06        (0.15)       0.00          0.00          0.00
 Administrative Class
 03/31/2000                 9.98      0.57(a)       (0.31)        0.26        (0.58)       0.00          0.00          0.00
 03/19/1999 - 03/31/1999    9.97      0.02           0.01         0.03        (0.02)       0.00          0.00          0.00
GNMA Fund
 Institutional Class
 03/31/2000               $10.01     $0.62(a)      $(0.12)(a)    $0.50       $(0.62)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.13      0.64(a)       (0.08)(a)     0.56        (0.64)       0.00          0.00         (0.04)
 07/31/1997 - 03/31/1998   10.00      0.43(a)        0.14 (a)     0.57        (0.42)       0.00         (0.02)         0.00
Moderate Duration Fund
 Institutional Class
 03/31/2000               $ 9.94     $0.60(a)      $(0.42)(a)    $0.18       $(0.58)     $(0.02)       $ 0.00        $ 0.00
 03/31/1999                10.14      0.60(a)        0.07 (a)     0.67        (0.60)       0.00         (0.11)        (0.16)
 03/31/1998                 9.83      0.38(a)        0.56 (a)     0.94        (0.60)       0.00         (0.03)         0.00
 12/31/1996 - 03/31/1997   10.00      0.15          (0.17)       (0.02)       (0.15)       0.00          0.00          0.00
Real Return Bond Fund
 Institutional Class
 03/31/2000               $ 9.83     $0.68(a)      $ 0.11 (a)    $0.79       $(0.68)     $ 0.00        ($0.02)       $ 0.00
 03/31/1999                 9.77      0.51(a)        0.10 (a)     0.61        (0.48)      (0.07)         0.00          0.00
 03/31/1998                 9.93      0.44(a)        0.05 (a)     0.49        (0.48)      (0.03)        (0.14)         0.00
 01/29/1997 - 03/31/1997    9.92      0.11          (0.02)        0.09        (0.08)       0.00          0.00          0.00
Total Return Fund
 Institutional Class
 03/31/2000               $10.36     $0.63(a)      $(0.40)(a)    $0.23       $(0.60)     $(0.03)       $ 0.00        $ 0.00
 03/31/1999                10.62      0.63(a)        0.16 (a)     0.79        (0.63)       0.00         (0.24)        (0.18)
 03/31/1998                10.27      0.64(a)        0.62 (a)     1.26        (0.62)      (0.02)        (0.27)         0.00
 03/31/1997                10.29      0.68          (0.02)        0.66        (0.66)      (0.02)         0.00          0.00
 03/31/1996                10.02      0.81           0.29         1.10        (0.61)      (0.10)        (0.12)         0.00
 Administrative Class
 03/31/2000                10.36      0.61(a)       (0.41)(a)     0.20        (0.58)      (0.02)         0.00          0.00
 03/31/1999                10.62      0.61(a)        0.16 (a)     0.77        (0.61)       0.00         (0.24)        (0.18)
 03/31/1998                10.27      0.61(a)        0.63 (a)     1.24        (0.60)      (0.02)        (0.27)         0.00
 03/31/1997                10.29      0.66(a)       (0.02)(a)     0.64        (0.64)      (0.02)         0.00          0.00
 03/31/1996                10.01      0.80           0.29         1.09        (0.60)      (0.09)        (0.12)         0.00
</TABLE>
-------
(a) Per share amounts based on average number of shares outstanding during the
    period.

87  PIMCO Funds: Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                       Ratio of Net
Tax Basis                Net Asset          Net Assets   Ratio of       Investment
 Return                    Value                End     Expenses to     Income to   Portfolio
   of          Total        End    Total     of Period    Average        Average    Turnover
 Capital   Distributions of Period Return     (000's)   Net Assets      Net Assets    Rate
---------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>      <C>         <C>            <C>          <C>
 $ 0.00       $(0.57)      $9.69    3.28%   $   467,997    0.57% (g)       5.88%       117%
   0.00        (0.63)       9.95    5.89        414,463    0.57  (c)       5.79        322
   0.00        (0.62)      10.00    8.29        401,204    0.50            5.98        335
   0.00        (0.60)       9.81    6.33        339,375    0.51            6.31        237
  (0.02)       (0.65)       9.82    7.30        253,299    0.48            6.61        225

   0.00        (0.55)       9.69    3.01             71    1.17  (d)       5.30        117
   0.00        (0.61)       9.95    5.63         22,594    0.85  (d)       5.47        322
   0.00        (0.09)      10.00    0.58             56    0.75+           8.53+       335

 $ 0.00       $(0.61)      $9.66    2.98%   $    32,349    0.55% (c)       6.20%        87%
   0.00        (0.67)       9.98    6.10         26,549    0.50            5.94        167
   0.00        (0.63)      10.05    7.93         23,896    0.50            5.98        307
   0.00        (0.15)       9.91    0.58         10,056    0.49+           6.00+       155

   0.00        (0.58)       9.66    2.71             10    0.82  (d)       5.79         87
   0.00        (0.02)       9.98    0.15              6    0.75            6.42        167

 $ 0.00       $(0.62)      $9.89    5.16%   $     4,308    1.60% (e)       6.23%       952%
   0.00        (0.68)      10.01    5.71          4,119    2.37  (e)       6.35        198
   0.00        (0.44)      10.13    5.86          3,748    1.81+ (c)       6.30+       486

 $ 0.00       $(0.60)      $9.52    1.86%   $   387,126    0.47%           6.16%       129%
   0.00        (0.87)       9.94    6.70        317,400    0.45            5.94        169
   0.00        (0.63)      10.14    9.80        239,152    0.45            3.75         96
   0.00        (0.15)       9.83   (0.25)        13,458    0.44+           6.01+        49

 $ 0.00       $(0.70)      $9.92    8.37%   $   207,826    0.53%           6.91%       253%
   0.00        (0.55)       9.83    6.41         15,588    0.52            5.18        438
   0.00        (0.65)       9.77    4.70          5,526    0.52            4.46        967
   0.00        (0.08)       9.93    0.09          5,638    0.51+           6.54+       160

 $ 0.00       $(0.63)      $9.96    2.33%   $24,900,321    0.54% (b)       6.25%       223%
   0.00        (1.05)      10.36    7.60     21,711,396    0.43            5.91        154
   0.00        (0.91)      10.62   12.63     16,484,119    0.43            6.06        206
   0.00        (0.68)      10.27    6.60     12,528,536    0.43            6.60        173
   0.00        (0.83)      10.29   11.14     10,247,605    0.42            6.85        221

   0.00        (0.60)       9.96    2.07      3,233,785    0.79  (f)       6.01        223%
   0.00        (1.03)      10.36    7.33      1,972,984    0.68            5.52        154
   0.00        (0.89)      10.62   12.36        481,730    0.68            5.74        206
   0.00        (0.66)      10.27    6.34        151,194    0.68            6.35        173
   0.00        (0.81)      10.29   10.99        104,618    0.68            6.64        221
</TABLE>
-------
+ Annualized.
(b) Ratio of expenses to average net assets excluding interest expense is
    0.43%.
(c) Ratio of expenses to average net assets excluding interest expense is
    0.50%.
(d) Ratio of expenses to average net assets excluding interest expense is
    0.75%.
(e) Ratio of expenses to average net assets excluding interest expense is
    0.51%.
(f) Ratio of expenses to average net assets excluding interest expense is
    0.68%.
(g) Ratio of expenses to average net assets excluding interest expense is
    0.70%.

                                                                   Prospectus 88
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Total Return Fund II
 Institutional Class
 03/31/2000               $10.11     $0.58(a)      $(0.44)(a)    $ 0.14      $(0.58)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.26      0.59(a)        0.17 (a)      0.76       (0.59)       0.00         (0.18)        (0.14)
 03/31/1998                 9.85      0.63(a)        0.52 (a)      1.15       (0.60)      (0.03)        (0.11)         0.00
 03/31/1997                 9.89      0.61          (0.02)         0.59       (0.62)      (0.01)         0.00          0.00
 11/01/1995 - 03/31/1996   10.21      0.25          (0.17)         0.08       (0.26)       0.00         (0.09)        (0.05)
 Administrative Class
 03/31/2000                10.11      0.55(a)       (0.44)(a)      0.11       (0.55)       0.00          0.00          0.00
 03/31/1999                10.26      0.56(a)        0.17 (a)      0.73       (0.56)       0.00         (0.18)        (0.14)
 03/31/1998                 9.85      0.60(a)        0.52 (a)      1.12       (0.57)      (0.03)        (0.11)         0.00
 03/31/1997                 9.89      0.59          (0.02)         0.57       (0.60)      (0.01)         0.00          0.00
 11/01/1995 - 03/31/1996   10.22      0.24          (0.17)         0.07       (0.26)       0.00         (0.09)        (0.05)
Total Return Fund III
 Institutional Class
 03/31/2000               $ 9.27     $0.55(a)      $(0.53)(a)    $ 0.02      $(0.54)     $(0.01)       $ 0.00        $ 0.00
 03/31/1999                 9.55      0.57(a)        0.20 (a)      0.77       (0.56)       0.00         (0.24)        (0.25)
 03/31/1998                 9.15      0.57(a)        0.56 (a)      1.13       (0.54)      (0.03)        (0.16)         0.00
 03/31/1997                 9.13      0.55           0.05          0.60       (0.55)      (0.02)         0.00         (0.01)
 03/31/1996                 8.99      0.72           0.17          0.89       (0.54)      (0.09)        (0.12)         0.00
 Administrative Class
 03/31/2000                 9.27      0.54(a)       (0.54)(a)      0.00       (0.52)      (0.01)         0.00          0.00
 03/31/1999                 9.55      0.55(a)        0.20 (a)      0.75       (0.54)       0.00         (0.24)        (0.25)
 04/11/1997 - 03/31/1998    9.12      0.54(a)        0.58 (a)      1.12       (0.50)      (0.03)        (0.16)         0.00
Total Return Mortgage Fund
 Institutional Class
 03/31/2000               $10.19     $0.59(a)      $(0.21)(a)    $ 0.38      $(0.59)     $ 0.00        $ 0.00        $(0.01)
 03/31/1999                10.24      0.58(a)        0.05 (a)      0.63       (0.58)       0.00         (0.03)        (0.07)
 07/31/1997 - 03/31/1998   10.00      0.41(a)        0.30 (a)      0.71       (0.46)       0.00         (0.01)         0.00
High Yield Fund
 Institutional Class
 03/31/2000               $11.23     $0.94(a)      $(1.01)(a)    $(0.07)     $(0.93)     $(0.01)       $ 0.00        $ 0.00
 03/31/1999                11.66      0.95(a)       (0.43)(a)      0.52       (0.94)      (0.01)         0.00          0.00
 03/31/1998                11.10      0.98(a)        0.65 (a)      1.63       (0.98)       0.00          0.00         (0.09)
 03/31/1997                10.94      0.92           0.34          1.26       (0.97)       0.00         (0.13)         0.00
 03/31/1996                10.42      1.04           0.54          1.58       (1.01)       0.00         (0.05)         0.00
 Administrative Class
 03/31/2000                11.23      0.91(a)       (1.01)(a)     (0.10)      (0.90)      (0.01)         0.00          0.00
 03/31/1999                11.66      0.93(a)       (0.43)(a)      0.50       (0.92)      (0.01)         0.00          0.00
 03/31/1998                11.10      0.95(a)        0.65 (a)      1.60       (0.95)       0.00          0.00         (0.09)
 03/31/1997                10.94      0.85(a)        0.38 (a)      1.23       (0.94)       0.00         (0.13)         0.00
 03/31/1996                10.41      1.02(a)        0.54 (a)      1.56       (0.98)       0.00         (0.05)         0.00
Long-Term U.S. Government Fund
 Institutional Class
 03/31/2000               $10.30     $0.61(a)      $(0.50)(a)    $ 0.11      $(0.62)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                10.57      0.63(a)        0.20 (a)      0.83       (0.64)       0.00          0.00         (0.46)
 03/31/1998                 9.39      0.52(a)        1.34 (a)      1.86       (0.62)       0.00         (0.06)         0.00
 03/31/1997                 9.96      0.79          (0.35)         0.44       (0.68)       0.00          0.00         (0.33)
 03/31/1996                 9.85      0.83           0.66          1.49       (0.68)      (0.04)        (0.50)        (0.16)
 Administrative Class
 03/31/2000                10.30      0.57(a)       (0.49)(a)      0.08       (0.59)       0.00          0.00          0.00
 03/31/1999                10.57      0.60(a)        0.20 (a)      0.80       (0.61)       0.00          0.00         (0.46)
 09/23/1997 - 03/31/1998   10.17      0.26(a)        0.51 (a)      0.77       (0.31)       0.00         (0.06)         0.00
</TABLE>
-------
(a) Per share amounts based on average number of shares outstanding during the
    period.

89  PIMCO Funds: Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                    Ratio of Net
Tax Basis                Net Asset          Net Assets  Ratio of     Investment
 Return                    Value               End     Expenses to   Income to   Portfolio
   of          Total        End    Total    of Period    Average      Average    Turnover
 Capital   Distributions of Period Return     (000's)  Net Assets    Net Assets    Rate
------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>      <C>        <C>          <C>          <C>
  $0.00       $(0.58)     $ 9.67    1.46%   $1,263,556    0.50%         5.89%        142%
   0.00        (0.91)      10.11    7.46       986,690    0.50          5.65         213
   0.00        (0.74)      10.26   11.99       574,587    0.50          6.15         361
   0.00        (0.63)       9.85    6.15       478,451    0.50          6.38         293
   0.00        (0.40)       9.89    0.78       455,583    0.51+         6.36+         73

   0.00        (0.55)       9.67    1.20        56,755    0.75          5.56         142
   0.00        (0.88)      10.11    7.19        54,736    0.75          5.33         213
   0.00        (0.71)      10.26   11.71        15,172    0.75          5.86         361
   0.00        (0.61)       9.85    5.88         5,304    0.75          6.13         293
   0.00        (0.40)       9.89    0.57         3,320    0.76+         6.06+         73

  $0.00       $(0.55)     $ 8.74    0.33%   $  635,592    0.50%         6.21%        186%
   0.00        (1.05)       9.27    8.20       488,243    0.50          5.85         216
   0.00        (0.73)       9.55   12.62       365,249    0.51          5.99         183
   0.00        (0.58)       9.15    6.76       193,297    0.51          6.21          90
   0.00        (0.75)       9.13   10.06       142,223    0.50          6.82         177

   0.00        (0.53)       8.74    0.08        10,144    0.75          6.11         186
   0.00        (1.03)       9.27    7.93         1,867    0.75          5.59         216
   0.00        (0.69)       9.55   12.46           178    0.76+         5.85+        183

  $0.00       $(0.60)     $ 9.97    3.91%   $    3,971    0.50%         5.94%      1,476%
   0.00        (0.68)      10.19    6.27         4,128    0.50          5.66         158
   0.00        (0.47)      10.24    6.69         3,588    0.52+         6.07+        593

  $0.00       $(0.94)     $10.22   (0.74)%  $1,960,171    0.50%         8.64%         39%
   0.00        (0.95)      11.23    4.73     2,162,868    0.50          8.41          39
   0.00        (1.07)      11.66   15.26     1,628,930    0.50          8.52          37
   0.00        (1.10)      11.10   12.04       744,498    0.50          8.77          67
   0.00        (1.06)      10.94   15.70       536,983    0.47          9.28          66

   0.00        (0.91)      10.22   (0.99)      354,296    0.75          8.40          39
   0.00        (0.93)      11.23    4.49       238,792    0.75          8.17          39
   0.00        (1.04)      11.66   14.98        69,937    0.75          8.21          37
   0.00        (1.07)      11.10   11.76        10,428    0.76          8.48          67
   0.00        (1.03)      10.94   15.54         1,007    0.80          9.16          66

  $0.00       $(0.62)     $ 9.79    1.26%   $  217,410    0.57%(b)      6.29%        320%
   0.00        (1.10)      10.30    7.76       170,847    0.89 (b)      5.83         364
   0.00        (0.68)      10.57   20.23        48,547    0.51          4.88         177
   0.00        (1.01)       9.39    4.48        19,995    0.63          7.63         402
   0.00        (1.38)       9.96   14.83        32,511    0.56          6.80         238

   0.00        (0.59)       9.79    1.01        39,808    0.82 (c)      5.82         320
   0.00        (1.07)      10.30    7.46        11,383    1.15 (d)      5.58         364
   0.00        (0.37)      10.57    7.60         4,957     .76+         4.87+        177
</TABLE>
-------
+ Annualized.
(b) Ratio of expenses to average net assets excluding interest expense is 0.50%.
(c) Ratio of expenses to average net assets excluding interest expense is
    0.75%.
(d) Ratio of expenses to average net assets excluding interest expense is
    0.76%.

                                                                   Prospectus 90
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Short Duration Municipal
Income Fund
 Institutional Class
 08/31/1999 - 03/31/2000  $10.00     $0.23(a)      $(0.01)(a)    $ 0.22      $(0.23)     $ 0.00        $ 0.00         $0.00
Municipal Bond Fund
 Institutional Class
 03/31/2000               $10.12     $0.46(a)      $(0.65)(a)    $(0.19)     $(0.46)     $ 0.00        $ 0.00         $0.00
 03/31/1999                 9.97      0.45(a)        0.14 (a)      0.59       (0.44)       0.00          0.00          0.00
 12/31/1997 - 03/31/1998   10.00      0.11(a)       (0.03)(a)      0.08       (0.11)       0.00          0.00          0.00
 Administrative Class
 03/31/2000                10.12      0.44(a)       (0.65)(a)     (0.21)      (0.44)       0.00          0.00          0.00
 09/30/98 - 03/31/1999     10.25      0.21          (0.13)         0.08       (0.21)       0.00          0.00          0.00
California Intermediate
Municipal Bond Fund
 Institutional Class
 08/31/1999 - 03/31/2000  $10.00     $0.25(a)      $ 0.06 (a)    $ 0.31      $(0.24)     $ 0.00        $(0.02)        $0.00
 Administrative Class
 09/07/1999 - 03/31/2000   10.02      0.22(a)        0.05 (a)      0.27       (0.22)       0.00         (0.02)         0.00
New York Municipal Bond Fund
 Institutional Class
 08/31/1999 -03/31/2000   $10.00     $0.23(a)      $(0.04)(a)    $ 0.19      $(0.23)     $ 0.00        $(0.02)        $0.00
Global Bond Fund
 Institutional Class
 03/31/2000               $ 9.76     $0.57(a)      $(0.75)(a)    $(0.18)     $(0.46)     $(0.06)       $ 0.00         $0.00
 03/31/1999                 9.70      0.52(a)        0.14 (a)      0.66       (0.36)      (0.16)        (0.08)         0.00
 03/31/1998                 9.86      0.66(a)       (0.10)(a)      0.56       (0.53)       0.00          0.00         (0.19)
 03/31/1997                10.05      0.70          (0.01)         0.69       (0.44)       0.00         (0.44)         0.00
 03/31/1996                 9.87      0.45           0.72          1.17       (0.61)       0.00         (0.21)        (0.17)
 Administrative Class
 03/31/2000                 9.76      0.55(a)       (0.75)(a)     (0.20)      (0.45)      (0.05)         0.00          0.00
 03/31/1999                 9.70      0.51(a)        0.14 (a)      0.65       (0.35)      (0.16)        (0.08)         0.00
 03/31/1998                 9.86      0.59(a)       (0.05)(a)      0.54       (0.51)       0.00          0.00         (0.19)
 08/01/1996 - 03/31/1997   10.28      0.51          (0.23)         0.28       (0.26)       0.00         (0.44)         0.00
Global Bond Fund II
 Institutional Class
 03/31/2000               $ 9.89     $0.56(a)      $(0.46)(a)    $ 0.10      $(0.55)     $(0.01)       $(0.02)        $0.00
 03/31/1999                 9.92      0.52(a)        0.06 (a)      0.58       (0.52)       0.00         (0.01)        (0.08)
 02/25/1998 - 03/31/1998    9.82      0.06(a)        0.09 (a)      0.15        0.00       (0.05)         0.00          0.00
Foreign Bond Fund
 Institutional Class
 03/31/2000               $10.63     $0.64(a)      $(0.45)(a)    $ 0.19      $(0.64)     $ 0.00        $(0.15)        $0.00
 03/31/1999                10.74      0.58(a)        0.24 (a)      0.82       (0.58)       0.00         (0.10)        (0.25)
 03/31/1998                10.41      0.66(a)        0.61 (a)      1.27       (0.63)       0.00         (0.31)         0.00
 03/31/1997                10.50      0.80           1.00          1.80       (0.40)       0.00         (1.49)         0.00
 03/31/1996                 9.38      0.96           1.03          1.99       (0.34)      (0.25)        (0.25)        (0.03)
 Administrative Class
 03/31/2000                10.63      0.61(a)       (0.45)(a)      0.16       (0.61)       0.00         (0.15)         0.00
 03/31/1999                10.74      0.56(a)        0.24 (a)      0.80       (0.56)       0.00         (0.10)        (0.25)
 03/31/1998                10.41      0.63(a)        0.61 (a)      1.24       (0.60)       0.00         (0.31)         0.00
 01/28/1997 - 03/31/1997   10.54      0.59          (0.67)        (0.08)      (0.05)       0.00          0.00          0.00
</TABLE>
-------
(a) Per share amounts based on average number of shares outstanding during the
    period.

91  PIMCO Funds: Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                      Ratio of Net
Tax Basis                Net Asset           Net Assets  Ratio of      Investment
 Return                    Value                End     Expenses to    Income to   Portfolio
   of          Total        End    Total     of Period    Average       Average    Turnover
 Capital   Distributions of Period Return      (000's)  Net Assets     Net Assets    Rate
--------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>       <C>        <C>           <C>          <C>
 $ 0.00       $(0.23)     $ 9.99    2.19%     $ 10,725     0.39%+(b)      3.92%+      171%

 $ 0.00       $(0.46)     $ 9.47   (1.81)%    $  5,684     0.50%          4.80%       145%
   0.00        (0.44)      10.12    6.04         5,894     0.50           4.41         70
   0.00        (0.11)       9.97    0.78         3,023     0.50+          4.46+        60

   0.00        (0.44)       9.47   (2.07)        3,141     0.75           4.58        145
   0.00        (0.21)      10.12    0.83         1,419     0.75+          2.11+        70

 $ 0.00       $(0.26)     $10.05    3.16%     $  8,415     0.49%+(c)      4.22%+      357%

   0.00        (0.24)      10.05    2.73            10     0.75+ (d)      3.95+       357

 $ 0.00       $(0.25)     $ 9.94    1.93%     $  3,058     0.49%+(e)      4.00%+      270%

 $(0.05)      $(0.57)     $ 9.01   (1.81)%    $271,538     0.71% (f)      6.12%       301%
   0.00        (0.60)       9.76    6.90       266,984     0.55           5.35        143
   0.00        (0.72)       9.70    5.85       256,274     0.55           6.64        389
   0.00        (0.88)       9.86    6.78       215,631     0.56           7.51        911
   0.00        (0.99)      10.05   12.04       133,833     0.58           5.88       1083

  (0.05)       (0.55)       9.01   (2.05)        2,238     0.92  (g)      5.91        301
   0.00        (0.59)       9.76    6.78         1,326     0.80           5.21        143
   0.00        (0.70)       9.70    5.57         1,548     0.80           6.39        389
   0.00        (0.70)       9.86    2.97           346     0.78+          5.66+       911

 $ 0.00       $(0.58)     $ 9.41    1.11%     $ 84,926     0.61% (f)      5.92%       290%
   0.00        (0.61)       9.89    6.06        29,044     0.55           5.29        236
   0.00        (0.05)       9.92    1.02        24,517     0.55+          6.24+       369

 $ 0.00       $(0.79)     $10.03    1.96%     $421,831     0.69% (h)      6.20%       330%
   0.00        (0.93)      10.63    7.92       530,325     0.50           5.39        376
   0.00        (0.94)      10.74   12.64       392,198     0.50           6.32        280
   0.00        (1.89)      10.41   17.69       234,880     0.50           7.88        984
   0.00        (0.87)      10.50   21.80       258,493     0.52           5.83       1234

   0.00        (0.76)      10.03    1.70         4,824     0.97  (i)      6.01        330
   0.00        (0.91)      10.63    7.65         2,096     0.75           5.13        376
   0.00        (0.91)      10.74   12.34           315     0.75           6.07        280
   0.00        (0.05)      10.41   (0.72)           30     0.79+          7.63+       984
</TABLE>
-------
+   Annualized.
(b) If the investment manager had not reimbursed expenses, the ratio of expenses
    to average net assets would have been 0.62%.
(c) If the investment manager had not reimbursed expenses, the ratio of expenses
    to average net assets would have been 1.02%.
(d) If the investment manager had not reimbursed expenses, the ratio of expenses
    to average net assets would have been 1.01%.
(e) If the investment manager had not reimbursed expenses, the ratio of expenses
    to average net assets would have been 1.30%.
(f) Ratio of expenses to average net assets excluding interest expense is 0.55%.
(g) Ratio of expenses to average net assets excluding interest expense is
    0.80%.
(h) Ratio of expenses to average net assets excluding interest expense is
    0.50%.
(i) Ratio of expenses to average net assets excluding interest expense is 0.75%.

                                                                   Prospectus 92
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Emerging Markets Bond Fund
 Institutional Class
 03/31/2000               $ 7.51     $0.86(a)      $ 1.11 (a)    $ 1.97      $(0.87)     $ 0.00        $ 0.00        $ 0.00
 03/31/1999                 9.67      0.87(a)       (2.11)(a)     (1.24)      (0.87)       0.00          0.00         (0.05)
 07/31/1997 - 03/31/1998   10.00      0.46(a)       (0.18)(a)      0.28       (0.46)       0.00         (0.15)         0.00
 Administrative Class
 03/31/2000                 7.51      0.83(a)        1.12 (a)      1.95       (0.85)       0.00          0.00          0.00
 09/30/98 - 03/31/1999      6.82      0.45(a)        0.74 (a)      1.19       (0.45)       0.00          0.00         (0.05)
Strategic Balanced Fund
 Institutional Class
 03/31/2000               $12.76     $0.80(a)      $ 0.44 (a)    $ 1.24      $(0.74)     $ 0.00        $(0.15)       $(0.31)
 03/31/1999                12.60      0.89(a)        0.60 (a)      1.49       (0.66)       0.00         (0.67)         0.00
 03/31/1998                10.32      1.30(a)        2.05 (a)      3.35       (0.84)       0.00         (0.23)         0.00
 06/28/1996 - 03/31/1997   10.00      0.85           0.31          1.16       (0.63)       0.00         (0.21)         0.00
 Administrative Class
 06/30/99 - 03/31/2000     13.17      0.62(a)        0.07 (a)      0.69       (0.61)       0.00         (0.15)        (0.31)
Convertible Fund
 Institutional Class
 03/31/2000               $10.00     $0.07(a)      $ 5.97 (a)    $ 6.04      $(0.03)     $(0.15)       $(0.09)       $ 0.00
StocksPLUS Fund
 Institutional Class
 03/31/2000               $14.32     $1.08(a)      $ 1.33 (a)    $ 2.41      $(1.10)     $ 0.00        $(0.97)       $(0.51)
 03/31/1999                14.09      0.97(a)        1.32 (a)      2.29       (0.82)       0.00         (1.24)         0.00
 03/31/1998                11.46      1.90(a)        3.23 (a)      5.13       (1.41)       0.00         (1.09)         0.00
 03/31/1997                11.16      1.27           0.82          2.09       (1.27)       0.00         (0.52)         0.00
 03/31/1996                10.48      0.91           2.48          3.39       (1.05)       0.00         (1.62)        (0.04)
 Administrative Class
 03/31/2000                14.25      1.10(a)        1.23 (a)      2.33       (1.07)       0.00         (0.97)        (0.51)
 03/31/1999                14.06      1.10(a)        1.13 (a)      2.23       (0.80)       0.00         (1.24)         0.00
 03/31/1998                11.46      1.89(a)        3.19 (a)      5.08       (1.39)       0.00         (1.09)         0.00
 01/07/1997 - 03/31/1997   11.56      0.14          (0.09)         0.05       (0.15)       0.00          0.00          0.00
</TABLE>
-------
(a) Per share amounts based on average number of shares outstanding during the
    period.

93  PIMCO Funds: Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                    Ratio of Net
Tax Basis                Net Asset          Net Assets  Ratio of     Investment
 Return                    Value               End     Expenses to   Income to   Portfolio
   of          Total        End    Total    of Period    Average      Average    Turnover
 Capital   Distributions of Period Return     (000's)  Net Assets    Net Assets    Rate
------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>      <C>        <C>          <C>          <C>
  $0.00       $(0.87)     $ 8.61    27.90%   $ 12,614     0.89%        10.69%       328%
   0.00        (0.92)       7.51   (12.55)      3,641     0.85         11.08        315
   0.00        (0.61)       9.67     3.10       3,676     0.86+         7.21+       695

   0.00        (0.85)       8.61    27.60      13,490     1.14         10.30        328
   0.00        (0.50)       7.51    17.88         118     1.10+         6.24+       315

  $0.00       $(1.20)     $12.80    10.05%   $124,934     0.65%         6.19%       176%
   0.00        (1.33)      12.76    12.36      97,945     0.65          7.00         82
   0.00        (1.07)      12.60    33.40      38,806     0.65         10.84         56
   0.00        (0.84)      10.32    11.83      10,360     0.90+         9.72+        95

   0.00        (1.07)      12.79     5.47         709     0.90+         6.48+       176

  $0.00       $(0.27)     $15.77    60.66%   $168,224     0.65%(b)      0.50%       247%

  $0.00       $(2.58)     $14.15    17.82%   $620,144     0.65%         7.42%        92%
   0.00        (2.06)      14.32    17.65     512,953     0.65          6.92         81
   0.00        (2.50)      14.09    47.75     416,600     0.65         13.74         30
   0.00        (1.79)      11.46    19.44     235,829     0.65         11.78         47
   0.00        (2.71)      11.16    34.07     151,869     0.70         15.23        102

   0.00        (2.55)      14.03    17.31      28,403     0.90          7.61         92
   0.00        (2.04)      14.25    17.21      11,302     0.90          7.83         81
   0.00        (2.48)      14.06    47.19       2,143     0.90         13.49         30
   0.00        (0.15)      11.46     0.34         682     0.95+         4.83+        47
</TABLE>
-------
+   Annualized.
(b) If the investment manager had not reimbursed expenses, the ratio of
    expenses to average net assets would have been 0.69%.

                                                                   Prospectus 94
<PAGE>

            Appendix A
            Description of Securities Ratings

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

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

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

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

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

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

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

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

             Baa: Bonds which are rated Baa are considered as medium-grade
            obligations (i.e., they are neither highly protected nor poorly
            secured). Interest payments and principal security appear adequate
            for the present but certain protective elements may be lacking or
            may be characteristically unreliable over any great length of
            time. Such bonds lack outstanding investment characteristics and
            in fact have speculative characteristics as well.

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

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

A-1  PIMCO Funds: Pacific Investment Management Series
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

             MIG 1/VMIG 1: This designation denotes best quality. There is
            present strong protection by established cash flows, superior
            liquidity support or demonstrated broad-based access to the market
            for refinancing.
                                                                   Prospectus
                                                                             A-2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

A-3  PIMCO Funds: Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

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

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

             N.R.: Not rated.

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

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

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

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

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

             B: Issues rated B are regarded as having only speculative
            capacity for timely payment.
                                                                   Prospectus
                                                                             A-4
<PAGE>

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

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

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

A-5  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            -------------------------------------------------------------------
PIMCO       INVESTMENT ADVISER AND ADMINISTRATOR
Funds:      PIMCO, 840 Newport Center Drive, Suite 300, Newport Beach, CA
Pacific     92660
Investment
Management  -------------------------------------------------------------------
Series      CUSTODIAN
            State Street Bank & Trust Co., 801 Pennsylvania, Kansas City, MO
            64105

            -------------------------------------------------------------------
            TRANSFER AGENT
            National Financial Data Services, 330 W. 9th Street, 4th Floor,
            Kansas City, MO 64105

            -------------------------------------------------------------------
            INDEPENDENT ACCOUNTANTS
            PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105

            -------------------------------------------------------------------
            LEGAL COUNSEL
            Dechert Price & Rhoads 1775 Eye Street N.W., Washington, D.C.
            20006

            -------------------------------------------------------------------
<PAGE>


The Trust's         You may get free     You may review
Statement of        copies of any of     and copy informa-
Additional          these materials,     tion about the
Information         request other        Trust, including
("SAI") and         information about    its SAI, at the
annual and semi-    a Fund, or make      Securities and
annual reports to   shareholder          Exchange
shareholders        inquiries by         Commission's
include             calling the Trust    public ref-
additional          at 1-800-927-4648    erence room in
information about   or PIMCO Infolink    Washington, D.C.
the Funds. The      Audio Response       You may call the
SAI and the         Network at 1-800-    Commission at 1-
financial           987-4626, or by      202-942-8090 for
statements          writing to:          information about
included in the                          the operation of
Funds' most         PIMCO Funds:         the public
recent annual       Pacific              reference room.
report to           Investment           You may also
shareholders are    Management Series    access reports
incorporated by     840 Newport          and other
reference into      Center Drive         informa- tion
this Prospectus,    Suite 300            about the Trust
which means they    Newport Beach, CA    on the
are part of this    92660                Commission's Web
Prospectus for                           site at
legal purposes.     You can also         www.sec.gov. You
The Funds' annual   visit our Web        may get copies of
report discusses    site at              this information,
the market          www.pimco.com for    with payment of a
conditions and      additional           duplication fee,
invest- ment        information about    by writing the
strategies that     the Funds.           Public Reference
significantly                            Section of the
affected each                            Commission,
Fund's                                   Washington, D.C.
performance                              20549-0102, or by
during its last                          electronic
fiscal year.                             request at
                                         [email protected].


PIMCO Funds

840 Newport Center Drive
Suite 300
Newport Beach, CA 92660

www.pimco.com

Investment Company Act file no. 811-5028

PY000.9/00
<PAGE>

               PIMCO FUNDS: PACIFIC INVESTMENT MANAGEMENT SERIES

                               Supplement dated
                              September 29, 2000
                             to the Prospectus for
                                Class D Shares
                             Dated August 1, 2000

              Disclosure Relating to PIMCO Strategic Balanced Fund

 Effective September 29, 2000, the PIMCO Strategic Balanced Fund will convert
to a "fund of funds," which is a term used to describe mutual funds that pursue
their investment objective by investing in other mutual funds. In connection
with this change, the Fund Summary for the Fund on pages 31 and 32 of the
Prospectus is amended to read in its entirety as set forth on the next two
pages.

<PAGE>

            PIMCO Strategic Balanced Fund
--------------------------------------------------------------------------------
Principal    Investment Objective    Fund Focus           Credit Quality
Investments  Seeks maximum total     45-75% StocksPLUS    (of Underlying Funds)
and          return, consistent      Fund; 25-55%         B to Aaa; maximum
Strategies   with preservation of    Total Return Fund    10% below Baa
             capital and prudent
             investment management   Average Portfolio    Dividend Frequency
                                     Duration             Declared and
             Fund Category           (of Underlying       distributed quarterly
             Stock and Bond          Funds)
                                     0-6 years

            The Fund seeks to achieve its investment objective by normally
            investing between 45% and 75% of its assets in the StocksPLUS Fund
            and between 25% and 55% of its assets in the Total Return Fund
            (collectively, the "Underlying Funds"). The Fund invests all of
            its assets in shares of the Underlying Funds and does not invest
            directly in stocks or bonds of other issuers.

             The StocksPLUS Fund seeks to exceed the total return of the S&P
            500 by investing under normal circumstances substantially all of
            its assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Total Return Fund seeks to achieve its
            investment objective by investing at least 65% of its assets in a
            diversified portfolio of Fixed Income Securities of various
            maturities. Please see the Fund Summaries of the Underlying Funds
            in this prospectus for information on their investment styles and
            primary investments.

             PIMCO determines how the Fund will allocate and reallocate its
            assets between the Underlying Funds according to the Fund's
            equity/fixed income allocation targets and ranges. PIMCO does not
            allocate the Fund's assets according to a predetermined blend of
            shares of the Underlying Funds. Instead, PIMCO will determine the
            mix of Underlying Funds appropriate for the Fund based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income investments within specific phases of the
            business cycle.

             The Fund is a "fund of funds," which is a term used to describe
            mutual funds that pursue their investment objectives by investing
            in other mutual funds. The cost of investing in the Fund will
            generally be higher than the cost of investing in a mutual fund
            that invests directly in individual stocks and bonds. By investing
            in the Fund, an investor will indirectly bear fees and expenses
            charged by the Underlying Funds in addition to the Fund's direct
            fees and expenses. In addition, the use of a fund of funds
            structure could affect the timing, amount and character of
            distributions to shareholders and may therefore increase the
            amount of taxes payable by shareholders. In addition to the
            StocksPLUS and Total Return Funds, the Fund may in the future
            invest in additional funds in the PIMCO Funds family at the
            discretion of PIMCO and without shareholder approval.

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

              .Allocation Risk       .Underlying Fund Risk

             Among the principal risks of investing in the Underlying Funds,
            and consequently the Fund, which could adversely affect the net
            asset value, yield and total return of the Fund, are:

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

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks associated
            with the Underlying Funds and an investment in the Fund.
<PAGE>

--------------------------------------------------------------------------------
Performance The following is summary performance information for the Fund in a
Information bar chart and an Average Annual Total Returns table. The information
            provides some indication of the risks of investing in the Fund by
            showing changes in its performance from year to year and by showing
            how the Fund's average annual returns compare with the returns of
            broad-based securities market indices and an index of similar
            funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's Class D
            Shares. For periods prior to the inception date of Class D shares
            (4/8/98), performance information shown in the bar chart and table
            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, and the Fund achieved the performance
            track record shown during a period when it pursued its investment
            objective using different investment policies.

            Calendar Year Total Returns -- Class D

                                                           More Recent Return
                                                           Information
                                                           ---------------------
                      [ANNUAL RETURN]                      1/1/00-6/30/00 -0.68%

                       '97     '98    '99                  Highest and Lowest
                      -----   -----  -----                 Quarter Returns
                      23.69%  19.13% 11.07%                (for periods shown
                                                           in the bar chart)
                                                           --------------------
                                                           Highest (4/1/97-
                                                           6/30/97)       12.12%
                                                           ---------------------
                                                           Lowest (7/1/98-
                                                           9/30/98)       -4.62%
                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                           1 Year   (6/28/96)(4)
         -------------------------------------------------------------------------
         <S>                                               <C>      <C>
         Class D                                           11.07%   18.24%
         -------------------------------------------------------------------------
         S&P 500 Index(1)                                  21.04%   27.14%
         -------------------------------------------------------------------------
         S&P 500 and Lehman Aggregate Bond Index Blend(2)  12.00%   18.76%
         -------------------------------------------------------------------------
         Lipper Balanced Fund Avg(3)                        8.73%   14.35%
         -------------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) This index is a static blend consisting 60% of the S&P 500
                Composite Stock Price Index and 40% of the Lehman Brothers
                Aggregate Bond Index. This blended index reflects the Fund's
                investment strategy more accurately than the S&P 500 Index. It
                is not possible to invest directly in the index.
            (3) The Lipper Balanced Fund Average is a total return performance
                average of Funds tracked by Lipper Analytical Services, Inc.,
                whose primary objective is to conserve principal by
                maintaining at all times a balanced portfolio of both stocks
                and bonds. It does not take into account sales charges.
            (4) The Fund began operations on 6/28/96. Index comparisons began
                on 6/30/96.

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

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                              Distribution                                      Total Annual
                  Advisory    and/or Service     Other          Underlying      Fund Operating
                  Fees        (12b-1) Fees(1)    Expenses(2)    Fund Expenses   Expenses(3)
         -------------------------------------------------------------------------------------
         <S>      <C>         <C>                <C>            <C>             <C>
         Class D  None        0.25%              0.40%          0.59%           1.24%
         --------------------------------------------------------------------------------------
</TABLE>
            (1)  The Fund's administration agreement includes a plan for Class
                 D shares that has been adopted in conformity with the
                 requirements set forth in Rule 12b-1 under the Investment
                 Company Act of 1940. Up to 0.25% per year of the total fees
                 paid under the administration agreement may be distribution
                 and/or service (12b-1) fees. The Fund will pay a total of
                 0.65% per year under the administration agreement regardless
                 of whether a portion or none of the 0.25% authorized under
                 the plan is paid under the plan. Please see "Management of
                 the Funds--Investment Adviser and Administrator--
                 Administrative Fees" for details. The Fund intends to treat
                 any fees paid under the plan as "service fees" for purposes
                 of applicable rules of the National Association of Securities
                 Dealers, Inc. (the "NASD"). To the extent that such fees are
                 deemed not to be "service fees," Class D shareholders may,
                 depending on the length of time the shares are held, pay more
                 than the economic equivalent of the maximum front-end sales
                 charges permitted by relevant rules of the NASD.
            (2)  Other Expenses reflects the portion of the Administrative Fee
                 paid by the class that is not reflected under Distribution
                 and/or Service (12b-1) Fees.
            (3)  Based on estimated expenses for the current fiscal year.
                 Underlying Fund Expenses for the Fund are estimated based upon
                 a 65%/35% allocation of the Fund's assets between the
                 StocksPLUS and Total Return Funds and upon the estimated total
                 annual operating expenses of the Institutional Class Shares of
                 these Underlying Funds. Total Actual Underlying Fund Expenses
                 will vary with changes in the expenses of the Underlying
                 Funds, as well as allocation of the Fund's assets, and may be
                 higher or lower than those shown above. For a listing of the
                 expenses associated with each Underlying Fund for the most
                 recent fiscal year, please see the Fund Summaries of the
                 Underlying Funds.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.
<TABLE>
<CAPTION>
                         Year 1               Year 3               Year 5               Year 10
         --------------------------------------------------------------------------------------
         <S>             <C>                  <C>                  <C>                  <C>
         Class D         $126                 $393                 $681                 $1,500
         --------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                    Changes to "Summary of Principal Risks"

              The section of the Prospectus captioned "Summary of Principal
            Risks" is amended as follows:

          1. A new subsection captioned "Allocation Risk" is added to "Summary
             of Principal Risks."

            "Allocation Risk

            The Strategic Balanced Fund's investment performance depends upon
            how its assets are allocated and reallocated between the
            Underlying Funds according to the Fund's equity/fixed income
            allocation targets and ranges. A principal risk of investing in
            the Fund is that PIMCO will make less than optimal or poor asset
            allocation decisions. PIMCO attempts to identify allocations for
            the Underlying Funds that will provide consistent, quality
            performance for the Fund, but there is no guarantee that PIMCO's
            allocation techniques will produce the desired results. It is
            possible that PIMCO will focus on an Underlying Fund that performs
            poorly or underperforms other Funds under various market
            conditions. You could lose money on your investment in the Fund as
            a result of these allocation decisions."

          2. A new subsection captioned "Underlying Fund Risks" is added to
             "Summary of Principal Risks."

            "Underlying Fund Risks

            Because the Strategic Balanced Fund invests all of its assets in
            Underlying Funds, the risks associated with investing in the Fund
            are closely related to the risks associated with the securities
            and other investments held by the Underlying Funds. The ability of
            the Fund to achieve its investment objective will depend upon the
            ability of the Underlying Funds to achieve their objectives. There
            can be no assurance that the investment objective of any
            Underlying Fund will be achieved.

              The Strategic Balanced Fund's net asset value will fluctuate in
            response to changes in the net asset values of the Underlying
            Funds in which it invests. The extent to which the investment
            performance and risks associated with the Fund correlate to those
            of a particular Underlying Fund will depend upon the extent to
            which the Fund's assets are allocated from time to time for
            investment in the Underlying Fund, which will vary. The Fund's
            investment in a particular Underlying Fund normally will exceed
            25% of its assets. Because the Fund invests a significant portion
            of its assets in each Underlying Fund, it will be particularly
            sensitive to the risks associated with each of the Underlying
            Funds."

                      Changes to "Management of the Funds"

              The section of the Prospectus captioned "Management of the
            Funds" is amended as follows:

          1. A new subsection captioned "Strategic Balanced Fund Fees" is added
             to "Management of the Funds."

            "Strategic Balanced Fund Fees

            Effective September 29, 2000, the Strategic Balanced Fund does not
            pay any fees to PIMCO under the Trust's investment advisory
            agreement in return for the advisory and asset allocation services
            provided by PIMCO. The Fund does, however, indirectly pay its
            proportionate share of the advisory fees paid to PIMCO by the
            Underlying Funds in which the Fund invests.

             The Fund pays administrative fees to PIMCO at an annual rate of
            0.65% based on the average daily net assets attributable to the
            Fund's Class D shares. The Fund also indirectly pays its
            proportionate share of the administrative fees charged by PIMCO to
            the Underlying Funds in which the Fund invests.

             The expenses associated with investing in a "fund of funds," such
            as the Fund, are generally higher than those for mutual funds that
            do not invest primarily in other mutual funds. This is because
            shareholders in a "fund of funds" indirectly pay a portion of the
            fees and expense charged at the underlying fund level.

             The Strategic Balanced Fund is structured in the following ways
            to lessen the impact of expenses incurred at the Underlying Fund
            level:

            .  The Fund does not pay any fees for asset allocation or advisory
               services under the Trust's investment advisory agreement.

            .  The Fund invests in Institutional Class shares of the
               Underlying Funds, which are not subject to any sales charges or
               12b-1 fees.
<PAGE>

             PIMCO has broad discretion to allocate and reallocate the Fund's
            assets among the Underlying Funds consistent with the Fund's
            investment objective and policies and asset allocation targets and
            ranges. Although PIMCO does not charge an investment advisory fee
            for its asset allocation services, PIMCO indirectly receives fees
            (including investment advisory and administrative fees) from the
            Underlying Funds in which the Fund invests. In this regard, PIMCO
            has a financial incentive to invest the Fund's assets in
            Underlying Funds with higher fees than other Funds, even if it
            believes that alternate investments would better serve the Fund's
            investment program. PIMCO is legally obligated to disregard that
            incentive in making asset allocation decisions for the Fund. The
            Trustees and officers of the Trust may also have conflicting
            interests in fulfilling their fiduciary duties to both the Fund
            and the Underlying Funds of the Trust."

                               Changes to "Tax Consequences"

             The section of the Prospectus captioned "Tax Consequences" is
            amended as follows:

          1. A new subsection captioned "A Note on the Strategic Balanced Fund"
             is added.

               ". A Note on the Strategic Balanced Fund. The Strategic
            Balanced Fund's use of a fund of funds structure could affect the
            amount, timing and character of distributions to shareholders, and
            may therefore increase the amount of taxes payable by
            shareholders. See "Taxation--Distributions" in the Statement of
            Additional Information."

            Changes to "Characteristics and Risks of Securities and Investment
                                        Techniques"

             The section of the Prospectus captioned "Characteristics and
            Risks of Securities and Investment Techniques" is amended as
            follows:

          1. The following disclosure is added immediately preceding the
             subsection captioned "Securities Selection":

             "The Strategic Balanced Fund invests its assets in shares of the
            Underlying Funds, and as such does not invest directly in the
            securities described below. The Underlying Funds, however, may
            invest in such securities. Because the value of an investment in
            the Strategic Balanced Fund is directly related to the investment
            performance of the Underlying Funds in which it invests, the risks
            of investing in the Strategic Balanced Fund are closely related to
            the risks associated with the Underlying Funds and their
            investments in the securities described below."

          2. The subsection captioned "Securities Selection" is amended by
             adding the following disclosure:

             "With respect to the Strategic Balanced Fund, PIMCO will purchase
            shares of the StocksPLUS and Total Return Funds according to the
            Strategic Balanced Fund's equity/fixed income allocation ranges.
            PIMCO does not purchase shares of the Underlying Funds according
            to any predetermined formula, but rather decides how to allocate
            the Fund's investments based upon PIMCO's methodology for
            forecasting stages in the business cycle, and the potential risk
            and reward of equity and fixed income investments at specific
            stages of the business cycle. In addition to purchasing shares of
            the StocksPLUS and Total Return Funds, PIMCO may in the future
            invest in additional funds in the PIMCO fund family without
            shareholder approval."

               Investors Should Retain This Supplement for Future Reference
<PAGE>

               PIMCO FUNDS: PACIFIC INVESTMENT MANAGEMENT SERIES

                               Supplement dated
                              September 29, 2000
                             to the Prospectus for
                           Class A, B, and C Shares
                             Dated August 1, 2000

              Disclosure Relating to PIMCO Strategic Balanced Fund

 Effective September 29, 2000, the PIMCO Strategic Balanced Fund will convert
to a "fund of funds," which is a term used to describe mutual funds that pursue
their investment objective by investing in other mutual funds. In connection
with this change, the Fund Summary for the Fund on pages 27 and 28 of the
Prospectus is amended to read in its entirety as set forth on the next three
pages.

<PAGE>

            PIMCO Strategic Balanced Fund
--------------------------------------------------------------------------------
Principal   Investment Objective   Fund Focus             Credit Quality
Investments Seeks maximum total    45-75% StocksPLUS      (of Underlying Funds)
and         return, consistent     Fund; 25-55% Total     B to Aaa; maximum
Strategies  with preservation of   Return Fund            10% below Baa
            capital and prudent
            investment management  Average Portfolio      Dividend Frequency
                                   Duration               Declared and
            Fund Category          (of Underlying Funds)  distributed quarterly
            Stock and Bond         0-6 years

            The Fund seeks to achieve its investment objective by normally
            investing between 45% and 75% of its assets in the StocksPLUS Fund
            and between 25% and 55% of its assets in the Total Return Fund
            (collectively, the "Underlying Funds"). The Fund invests all of
            its assets in shares of the Underlying Funds and does not invest
            directly in stocks or bonds of other issuers.

             The StocksPLUS Fund seeks to exceed the total return of the S&P
            500 by investing under normal circumstances substantially all of
            its assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Total Return Fund seeks to achieve its
            investment objective by investing at least 65% of its assets in a
            diversified portfolio of Fixed Income Securities of various
            maturities. Please see the Fund Summaries of the Underlying Funds
            in this prospectus for information on their investment styles and
            primary investments.

             PIMCO determines how the Fund will allocate and reallocate its
            assets between the Underlying Funds according to the Fund's
            equity/fixed income allocation targets and ranges. PIMCO does not
            allocate the Fund's assets according to a predetermined blend of
            shares of the Underlying Funds. Instead, PIMCO will determine the
            mix of Underlying Funds appropriate for the Fund based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income investments within specific phases of the
            business cycle.

             The Fund is a "fund of funds," which is a term used to describe
            mutual funds that pursue their investment objectives by investing
            in other mutual funds. The cost of investing in the Fund will
            generally be higher than the cost of investing in a mutual fund
            that invests directly in individual stocks and bonds. By investing
            in the Fund, an investor will indirectly bear fees and expenses
            charged by the Underlying Funds in addition to the Fund's direct
            fees and expenses. In addition, the use of a fund of funds
            structure could affect the timing, amount and character of
            distributions to shareholders and may therefore increase the
            amount of taxes payable by shareholders. In addition to the
            StocksPLUS and Total Return Funds, the Fund may in the future
            invest in additional funds in the PIMCO Funds family at the
            discretion of PIMCO and without shareholder approval.

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

              .Allocation Risk       .Underlying Fund Risk

             Among the principal risks of investing in the Underlying Funds,
            and consequently the Fund, which could adversely affect the net
            asset value, yield and total return of the Fund, are:

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

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks associated
            with the Underlying Funds and an investment in the Fund.
<PAGE>

--------------------------------------------------------------------------------
Performance The following is summary performance information for the Fund in a
Information bar chart and an Average Annual Total Returns table. The
            information provides some indication of the risks of investing in
            the Fund by showing changes in its performance from year to year
            and by showing how the Fund's average annual returns compare with
            the returns of broad-based securities market indices and an index
            of similar funds. The bar chart and the information to its right
            show performance of the Fund's Class A shares, but do not reflect
            the impact of sales charges (loads). If they did, the returns
            would be lower than those shown. Unlike the bar chart, performance
            for Class A, B and C shares in the Average Annual Total Returns
            table reflect the impact of sales charges. Because Class A, B and
            C shares of the Fund do not have any performance history,
            performance information shown in the bar chart and table for those
            classes is based on the performance of the Fund's Institutional
            Class shares, which are offered in a different prospectus. The
            prior Institutional Class performance has been adjusted to reflect
            the actual sales charges (in the Average Annual Total Returns
            table only), distribution and/or service (12b-1) fees,
            administrative fees and other expenses paid by Class A, B and C
            shares. Past performance is no guarantee of future results, and
            the Fund achieved the performance track record shown during a
            period when it pursued its investment objective using different
            investment policies.

            Calendar Year Total Returns -- Class A

                                                More Recent Return
                [Annual Return]                 Information
                                                --------------------------------
               '97    '98    '99                1/1/00-6/30/00            -0.70%
              -----  -----  -----               --------------------------------
              23.69  19.18  10.83               Highest and Lowest
                                                Quarter Returns
                                                (for periods shown
                                                in the bar chart)
                                                --------------------------------
                                                Highest (4/1/97-6/30/97)  12.12%
                                                --------------------------------
                                                Lowest (7/1/98-9/30/98)   -4.70%
                                                --------------------------------

                    Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
<CAPTION>
                                                                        Fund Inception
                                                     1 Year             (6/28/96)(/4/)
            --------------------------------------------------------------------------
            <S>                                      <C>                <C>
            Class A                                   5.85%             16.64%
            --------------------------------------------------------------------------
            Class B                                   5.17%             16.79%
            --------------------------------------------------------------------------
            Class C                                   9.01%             17.31%
            --------------------------------------------------------------------------
            S&P 500 Index(/1/)                       21.04%             27.14%
            --------------------------------------------------------------------------
            S&P 500 and Lehman Aggregate Bond
            Index Blend(/2/)                         12.00%             18.76%
            --------------------------------------------------------------------------
            Lipper Balanced Fund Average(/3/)         8.73%             14.35%
            --------------------------------------------------------------------------
</TABLE>
            (1)  The Standard & Poor's 500 Composite Stock Price Index is an
                 unmanaged index of common stocks. It is not possible to
                 invest directly in the index.
            (2)  The index used for the Fund is a static blend consisting 60%
                 of the S&P 500 Composite Stock Price Index and 40% of The
                 Lehman Brothers Aggregate Bond Index. This blended index
                 reflects the Fund's investment strategy more accurately than
                 the S&P 500 Index. It is not possible to invest directly in
                 the index.
            (3)  The Lipper Balanced Fund Average is a total return
                 performance average of Funds tracked by Lipper Analytical
                 Services, Inc., whose primary objective is to conserve
                 principal by maintaining at all times a balanced portfolio of
                 both stocks and bonds. It does not take into account sales
                 charges.
            (4)  The Fund commenced operations on 6/28/96. Index comparisons
                 begin on 6/30/96.
<PAGE>

--------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the
Fund
            Shareholder Fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1.0%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5.0%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1.0%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1)  Imposed only in certain circumstances where Class A shares
                 are purchased without a front-end sales charge at the time of
                 purchase.
            (2)  The maximum CDSC is imposed on shares redeemed in the first
                 year. For shares held longer than one year, the CDSC declines
                 according to the schedule set forth under "Investment
                 Options--Class A, B and C Shares--Contingent Deferred Sales
                 Charges (CDSCs)--Class B Shares."
            (3)  The CDSC on Class C shares is imposed only on shares redeemed
                 in the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                   Distribution                                       Total Annual
                          Advisory and/or Service    Other         Underlying         Fund Operating
             Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Fund Expenses      Expenses(/3/)
             -----------------------------------------------------------------------------------------
             <S>          <C>      <C>               <C>           <C>                <C>
             Class A      None     0.25%             0.40%         0.59%              1.24%
             -----------------------------------------------------------------------------------------
             Class B      None     1.00              0.40          0.59               1.99
             -----------------------------------------------------------------------------------------
             Class C      None     1.00              0.40          0.59               1.99
             -----------------------------------------------------------------------------------------
</TABLE>
            (1)  Due to the 12b-1 distribution fee imposed on Class B and
                 Class C shares, a Class B or Class C shareholder may,
                 depending upon the length of time the shares are held, pay
                 more than the economic equivalent of the maximum front-end
                 sales charges permitted by relevant rules of the National
                 Association of Securities Dealers, Inc.
            (2)  Other Expenses reflect a 0.40% Administrative Fee paid by the
                 class.
            (3)  Based on estimated expenses for the current fiscal year.
                 Underlying Fund Expenses for the Fund are estimated based upon
                 a 65%/35% allocation of the Fund's assets between the
                 StocksPLUS and Total Return Funds and upon the estimated total
                 annual operating expenses of the Institutional Class Shares of
                 these Underlying Funds. Total Actual Underlying Fund Expenses
                 will vary with changes in the expenses of the Underlying
                 Funds, as well as allocation of the Fund's assets, and may be
                 higher or lower than those shown above. For a listing of the
                 expenses associated with each Underlying Fund for the most
                 recent fiscal year, please see the Fund Summaries of the
                 Underlying Funds.

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

<TABLE>
<CAPTION>
                                                                                             Example: Assuming you do not
                         Example: Assuming you redeem shares at the end of each period       redeem your shares
            Share Class  Year 1        Year 3        Year 5         Year 10       Year 1     Year 3     Year 5      Year 10
            ---------------------------------------------------------------------------------------------------------------
            <S>          <C>           <C>           <C>            <C>           <C>        <C>        <C>         <C>
            Class A      $571          $826          $1,100         $1,882        $571       $826       $1,100      $1,882
            ---------------------------------------------------------------------------------------------------------------
            Class B       702           924           1,273          2,027         202        624        1,073       2,027
            ---------------------------------------------------------------------------------------------------------------
            Class C       302           624           1,073          2,317         202        624        1,073       2,027
            ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


                          Changes to "Summary of Principal Risks"

             The section of the Prospectus captioned "Summary of Principal
            Risks" is amended as follows:

          1. A new subsection captioned "Allocation Risk" is added to "Summary
             of Principal Risks."

            "Allocation Risk

            The Strategic Balanced Fund's investment performance depends upon
            how its assets are allocated and reallocated between the
            Underlying Funds according to the Fund's equity/fixed income
            allocation targets and ranges. A principal risk of investing in
            the Fund is that PIMCO will make less than optimal or poor asset
            allocation decisions. PIMCO attempts to identify allocations for
            the Underlying Funds that will provide consistent, quality
            performance for the Fund, but there is no guarantee that PIMCO's
            allocation techniques will produce the desired results. It is
            possible that PIMCO will focus on an Underlying Fund that performs
            poorly or underperforms other Funds under various market
            conditions. You could lose money on your investment in the Fund as
            a result of these allocation decisions."

          2. A new subsection captioned "Underlying Fund Risks" is added to
             "Summary of Principal Risks."

            "Underlying Fund Risks

            Because the Strategic Balanced Fund invests all of its assets in
            Underlying Funds, the risks associated with investing in the Fund
            are closely related to the risks associated with the securities
            and other investments held by the Underlying Funds. The ability of
            the Fund to achieve its investment objective will depend upon the
            ability of the Underlying Funds to achieve their objectives. There
            can be no assurance that the investment objective of any
            Underlying Fund will be achieved.

             The Strategic Balanced Fund's net asset value will fluctuate in
            response to changes in the net asset values of the Underlying
            Funds in which it invests. The extent to which the investment
            performance and risks associated with the Fund correlate to those
            of a particular Underlying Fund will depend upon the extent to
            which the Fund's assets are allocated from time to time for
            investment in the Underlying Fund, which will vary. The Fund's
            investment in a particular Underlying Fund normally will exceed
            25% of its assets. Because the Fund invests a significant portion
            of its assets in each Underlying Fund, it will be particularly
            sensitive to the risks associated with each of the Underlying
            Funds."

                           Changes to "Management of the Funds"

             The section of the Prospectus captioned "Management of the Funds"
            is amended as follows:

          1. A new subsection captioned "Strategic Balanced Fund Fees" is added
             to "Management of the Funds."

            "Strategic Balanced Fund Fees

            Effective September 29, 2000, the Strategic Balanced Fund does not
            pay any fees to PIMCO under the Trust's investment advisory
            agreement in return for the advisory and asset allocation services
            provided by PIMCO. The Fund does, however, indirectly pay its
            proportionate share of the advisory fees paid to PIMCO by the
            Underlying Funds in which the Fund invests.

             The Fund pays administrative fees to PIMCO at an annual rate of
            0.40% based on the average daily net assets attributable in the
            aggregate to the Fund's Class A, Class B and Class C shares. The
            Fund also indirectly pays its proportionate share of the
            administrative fees charged by PIMCO to the Underlying Funds in
            which the Fund invests.

             The expenses associated with investing in a "fund of funds," such
            as the Fund, are generally higher than those for mutual funds that
            do not invest primarily in other mutual funds. This is because
            shareholders in a "fund of funds" indirectly pay a portion of the
            fees and expense charged at the underlying fund level.
<PAGE>


             The Strategic Balanced Fund is structured in the following ways
            to lessen the impact of expenses incurred at the Underlying Fund
            level:

              .  The Fund does not pay any fees for asset allocation or
                 advisory services under the Trust's investment advisory
                 agreement.

              .  The Fund invests in Institutional Class shares of the
                 Underlying Funds, which are not subject to any sales charges
                 or 12b-1 fees.

             PIMCO has broad discretion to allocate and reallocate the Fund's
            assets among the Underlying Funds consistent with the Fund's
            investment objective and policies and asset allocation targets and
            ranges. Although PIMCO does not charge an investment advisory fee
            for its asset allocation services, PIMCO indirectly receives fees
            (including investment advisory and administrative fees) from the
            Underlying Funds in which the Fund invests. In this regard, PIMCO
            has a financial incentive to invest the Fund's assets in
            Underlying Funds with higher fees than other Funds, even if it
            believes that alternate investments would better serve the Fund's
            investment program. PIMCO is legally obligated to disregard that
            incentive in making asset allocation decisions for the Fund. The
            Trustees and officers of the Trust may also have conflicting
            interests in fulfilling their fiduciary duties to both the Fund
            and the Underlying Funds of the Trust."

                               Changes to "Tax Consequences"

             The section of the Prospectus captioned "Tax Consequences" is
            amended as follows:

          1. A new subsection captioned "A Note on the Strategic Balanced Fund"
             is added.

               ". A Note on the Strategic Balanced Fund. The Strategic
            Balanced Fund's use of a fund of funds structure could affect the
            amount, timing and character of distributions to shareholders, and
            may therefore increase the amount of taxes payable by
            shareholders. See "Taxation--Distributions" in the Statement of
            Additional Information."

            Changes to "Characteristics and Risks of Securities and Investment
                                        Techniques"

             The section of the Prospectus captioned "Characteristic and Risks
            of Securities and Investment Techniques" is amended as follows:

          1. The following disclosure is added immediately preceding the
             subsection captioned "Securities Selection":

             "The Strategic Balanced Fund invests its assets in shares of the
            Underlying Funds, and as such does not invest directly in the
            securities described below. The Underlying Funds, however, may
            invest in such securities. Because the value of an investment in
            the Strategic Balanced Fund is directly related to the investment
            performance of the Underlying Funds in which it invests, the risks
            of investing in the Strategic Balanced Fund are closely related to
            the risks associated with the Underlying Funds and their
            investments in the securities described below."

          2. The subsection captioned "Securities Selection" is amended by
             adding the following disclosure:

             "With respect to the Strategic Balanced Fund, PIMCO will purchase
            shares of the StocksPLUS and Total Return Funds according to the
            Strategic Balanced Fund's equity/fixed income allocation ranges.
            PIMCO does not purchase shares of the Underlying Funds according
            to any predetermined formula, but rather decides how to allocate
            the Fund's investments based upon PIMCO's methodology for
            forecasting stages in the business cycle, and the potential risk
            and reward of equity and fixed income investments at specific
            stages of the business cycle. In addition to purchasing shares of
            the StocksPLUS and Total Return Funds, PIMCO may in the future
            invest in additional funds in the PIMCO fund family without
            shareholder approval."


               Investors Should Retain This Supplement for Future Reference
<PAGE>

                                  PIMCO Funds:
                      Pacific Investment Management Series

                      Statement of Additional Information

     This Statement of Additional Information is not a prospectus, and should be
read in conjunction with the prospectuses of PIMCO Funds: Pacific Investment
Management Series, as supplemented from time to time.  The Trust offers up to
eight classes of shares of each of its Funds. Class A, Class B, and Class C
shares of certain Funds are offered through the "Class A, B and C Prospectus (as
supplemented on September 29, 2000 to the prospectus dated August 1, 2000),"
Class A, B and C of the Municipal Bond Fund and Class A of the California
Intermediate Municipal Bond Fund, California Municipal Bond Fund and New York
Municipal Bond Fund are offered through the "Municipal Bond Prospectus" (dated
August 1, 2000), Class D shares of the Funds are offered through the "Class D
Prospectus" (as supplemented on September 29, 2000 to the prospectus dated
August 1, 2000), Institutional Class and Administrative Class shares of the
Funds are offered through the "Institutional Prospectus" (dated September 29,
2000) and Class A shares of the Total Return Fund are offered through a separate
prospectus (dated August 1, 2000), each as amended or supplemented from time to
time (collectively, the "Prospectuses").  Additionally, Class J and Class K
shares for certain Funds are offered solely to non-U.S. investors outside the
United States.  This information does not constitute an offer of Class J shares
or Class K shares to any person who resides within the United States.

Audited financial statements for the Trust, as of  March 31, 2000, including
notes thereto, and the reports of PricewaterhouseCoopers LLP thereon, are
incorporated by reference from the Trust's March 31, 2000 Annual Reports.
Copies of Prospectuses, Annual or Semi-Annual Reports, and the PIMCO Funds
Shareholders' Guide for Class A, B and C Shares (the "Guide"), which is a part
of this Statement of Additional Information, may be obtained free of charge at
the addresses and telephone number(s) listed below.


                                          Class A, B and C and Class D
     Institutional Prospectus and         Prospectuses, Annual and
     Annual and Semi-Annual Reports:      Semi-Annual Reports, and the Guide:

     PIMCO Funds                          PIMCO Funds Distributors LLC
     840 Newport Center Drive             2187 Atlantic Street
     Suite 300                            Stamford, Connecticut 06902
     Newport Beach, California 92660      Telephone:  (800) 426-0107
     Telephone:  (800) 927-4648


September 29, 2000
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

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

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

     Municipal Bonds......................................................     1
     Mortgage-Related and Other Asset-Backed Securities...................     8
     Bank Obligations.....................................................    13
     Loan Participations..................................................    14
     Corporate Debt Securities............................................    16
     High Yield Securities ("Junk Bonds").................................    17
     Participation on Creditors Committees................................    18
     Variable and Floating Rate Securities................................    18
     Inflation-Indexed Bonds..............................................    19
     Event-Linked Bonds...................................................    20
     Convertible Securities...............................................    20
     Warrants to Purchase Securities......................................    21
     Foreign Securities...................................................    21
     Foreign Currency Transactions........................................    23
     Foreign Currency Exchange-Related Securities.........................    25
     Borrowing............................................................    26
     Derivative Instruments...............................................    28
     Hybrid Instruments...................................................    38
     Delayed Funding Loans and Revolving Credit Facilities................    39
     When-Issued, Delayed Delivery and Forward Commitment Transactions....    39
     Short Sales..........................................................    40
     Illiquid Securities..................................................    41
     Loans of Portfolio Securities........................................    41
     Social Investment Policies...........................................    41

INVESTMENT RESTRICTIONS...................................................    42

     Fundamental Investment Restrictions..................................    42
     Non-Fundamental Investment Restrictions..............................    43
     Non-Fundamental Operating Policies Relating to the Sale of Shares of
      Total Return Fund in Japan..........................................    45

MANAGEMENT OF THE TRUST...................................................    47

     Trustees and Officers................................................    47
     Compensation Table...................................................    52
     Investment Adviser...................................................    53
     Advisory Agreement...................................................    54
     Fund Administrator...................................................    56

                                      -i-
<PAGE>

DISTRIBUTION OF TRUST SHARES..............................................    59

     Distributor and Multi-Class Plan.....................................    59
     Initial Sales Charge and Contingent Deferred Sales Charge............    61
     Distribution and Servicing Plans for Class A, Class B and Class C
      Shares..............................................................    62
     Payments Pursuant to Class A Plan....................................    65
     Payments Pursuant to Class B Plan....................................    67
     Payments Pursuant to Class C Plan....................................    68
     Distribution and Administrative Services Plans for Administrative
      Class Shares........................................................    70
     Payments Pursuant to the Administrative Plans........................    72
     Plan for Class D Shares..............................................    73
     Payments Pursuant to Class D Plan....................................    75
     Distribution and Servicing Plan for Class J and Class K Shares.......    75
     Purchases, Exchanges and Redemptions.................................    76

PORTFOLIO TRANSACTIONS AND BROKERAGE......................................    79

     Investment Decisions and Portfolio Transactions......................    79
     Brokerage and Research Services......................................    79
     Portfolio Turnover...................................................    80

NET ASSET VALUE...........................................................    81

TAXATION..................................................................    82

     Distributions........................................................    85
     Sales of Shares......................................................    85
     Backup Withholding...................................................    86
     Options, Futures and Forward Contracts, and Swap Agreements..........    86
     Short Sales..........................................................    87
     Passive Foreign Investment Companies.................................    87
     Foreign Currency Transactions........................................    88
     Foreign Taxation.....................................................    88
     Original Issue Discount and Market Discount..........................    89
     Constructive Sales...................................................    90
     Non-U.S. Shareholders................................................    90
     Other Taxation.......................................................    91

OTHER INFORMATION.........................................................    91

     Capitalization.......................................................    91
     Performance Information..............................................    92
     Calculation of Yield.................................................    93
     Calculation of Total Return..........................................    95
     Potential College Cost Table.........................................   102
     Voting Rights........................................................   106
     The Reorganization of the PIMCO Money Market and Total Return II
      Funds...............................................................   141
     The Reorganization of the PIMCO Global Bond Fund II..................   141

                                      -ii-
<PAGE>

     Code of Ethics.......................................................   141
     Custodian, Transfer Agent and Dividend Disbursing Agent..............   141
     Independent Accountants..............................................   142
     Counsel..............................................................   142
     Registration Statement...............................................   142
     Financial Statements.................................................   142


                                     -iii-
<PAGE>

                                   THE TRUST

     PIMCO Funds (the "Trust") is an open-end management investment company
("mutual fund") currently consisting of thirty separate investment portfolios
(the "Funds"):

Money Market Fund                    Long-Term U.S. Government Fund
Short-Term Fund                      Long Duration Fund
Low Duration Fund                    Global Bond Fund
Low Duration Fund II                 Global Bond Fund II
Low Duration Fund III                Foreign Bond Fund
GNMA Fund                            Emerging Markets Bond Fund
Moderate Duration Fund               Short Duration Municipal Income Fund
Real Return Bond Fund                Municipal Bond Fund
Total Return Fund                    California Intermediate Municipal Bond Fund
Total Return Fund II                 California Municipal Bond Fund
Total Return Fund III                New York Municipal Bond Fund
Total Return Mortgage Fund           Strategic Balanced Fund
Commercial Mortgage Securities Fund  Convertible Fund
Investment Grade Corporate Bond Fund StocksPLUS Fund
High Yield Fund                      StocksPLUS Short Strategy Fund


                       INVESTMENT OBJECTIVES AND POLICIES

     The investment objectives and general investment policies of each Fund are
described in the Prospectuses. Additional information concerning the
characteristics of certain of the Funds' investments is set forth below.  The
Strategic Balanced Fund invests all of its assets in the StocksPLUS and Total
Return Funds.  These Funds are referred to in this Statement as "Underlying
Funds."  By investing in Underlying Funds, the Strategic Balanced Fund may have
an indirect investment interest in some or all of the securities and instruments
described below depending upon how its assets are allocated between the
Underlying Funds.

Municipal Bonds

     Each Fund may invest in securities issued by states, municipalities and
other political subdivisions, agencies, authorities and instrumentalities of
states and multi-state agencies or authorities.  It is a policy of the Short
Duration Municipal Income, Municipal Bond, California Intermediate Municipal
Bond, California Municipal Bond, and New York  Municipal Bond Funds
(collectively, the "Municipal Funds") to have 80% of its net assets invested in
debt obligations the interest on which, in the opinion of bond counsel to the
issuer at the time of issuance, is exempt from federal income tax ("Municipal
Bonds").  In the case of the California Intermediate Municipal Bond, California
Municipal Bond, and New York  Municipal Bond Funds, the Funds will invest, under
normal circumstances, at least 65% of their net assets in debt securities whose
interest is, in the opinion of bond counsel for the issuers at the time of
issuance, exempt from federal income tax and California or New York income tax,
respectively.  The ability of the Fund to invest in securities other than
Municipal Bonds is limited by a requirement

<PAGE>

of the Internal Revenue Code that at least 50% of the Fund's total assets be
invested in Municipal Bonds at the end of each calendar quarter. See "Taxes."

     The Municipal Bond Fund may, from time to time, invest more than 25% of its
assets in Municipal Bonds of issuers in California and New York, and, if so,
will be subject to the California and New York state-specific risks discussed in
the "Summary of Risks" section of the Prospectus and in this "Municipal Bonds"
section of this Statement of Additional Information, but neither Fund has any
present intention to invest more than that amount in a particular state.

     Municipal Bonds share the attributes of debt/fixed income securities in
general, but are generally issued by states, municipalities and other political
subdivisions, agencies, authorities and instrumentalities of states and multi-
state agencies or authorities. Specifically, California and New York Municipal
Bonds generally are issued by or on behalf of the State of California and New
York, respectively, and their political subdivisions and financing authorities,
and local governments.  The Municipal Bonds which the Municipal Funds may
purchase include general obligation bonds and limited obligation bonds (or
revenue bonds), including industrial development bonds issued pursuant to former
federal tax law.  General obligation bonds are obligations involving the credit
of an issuer possessing taxing power and are payable from such issuer's general
revenues and not from any particular source.  Limited obligation bonds are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source.  Tax-exempt private activity bonds and industrial
development bonds generally are also revenue bonds and thus are not payable from
the issuer's general revenues.  The credit and quality of private activity bonds
and industrial development bonds are usually related to the credit of the
corporate user of the facilities.  Payment of interest on and repayment of
principal of such bonds is the responsibility of the corporate user (and/or any
guarantor).

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

     The Municipal Funds may invest in municipal lease obligations.  A lease is
not a full faith and credit obligation of the issuer and is usually backed only
by the borrowing government's unsecured pledge to make annual appropriations for
lease payments.  There have been challenges to the legality of lease financing
in numerous states, and, from time to time, certain municipalities have
considered not appropriating money for lease payments.  In deciding whether to
purchase a lease obligation, the Municipal Funds will assess the financial
condition of the borrower, the merits of the project, the level of public
support for the project, and the legislative history of lease financing in the
state.  These securities may be less readily marketable than other municipals.
A Municipal Fund may also purchase unrated lease obligations if determined by
PIMCO to be of comparable quality to rated securities in which the Fund is
permitted to invest.

     The Municipal Funds may seek to enhance their yield through the purchase of
private placements.  These securities are sold through private negotiations,
usually to institutions or mutual funds, and may have resale restrictions.
Their yields are usually higher than comparable public securities to compensate
the investor for their limited marketability.  A Municipal Fund

                                       2
<PAGE>

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

     Some longer-term Municipal Bonds give the investor the right to "put" or
sell the security at par (face value) within a specified number of days
following the investor's request -- usually one to seven days. This demand
feature enhances a security's liquidity by shortening its effective maturity and
enables it to trade at a price equal to or very close to par. If a demand
feature terminates prior to being exercised, a Municipal Fund would hold the
longer-term security, which could experience substantially more volatility.

     The Municipal Funds may invest in municipal warrants, which are essentially
call options on Municipal Bonds. In exchange for a premium, they give the
purchaser the right, but not the obligation, to purchase a Municipal Bond in the
future. A Municipal Fund might purchase a warrant to lock in forward supply in
an environment where the current issuance of bonds is sharply reduced. Like
options, warrants may expire worthless and they may have reduced liquidity.  A
Municipal Fund will not invest more than 5% of its net assets in municipal
warrants.

     The Municipal Funds may invest in Municipal Bonds with credit enhancements
such as letters of credit, municipal bond insurance and Standby Bond Purchase
Agreements ("SBPAs").  Letters of credit that are issued by a third party,
usually a bank, to enhance liquidity and ensure repayment of principal and any
accrued interest if the underlying Municipal Bond should default.  Municipal
bond insurance, which is usually purchased by the bond issuer from a private,
nongovernmental insurance company, provides an unconditional and irrevocable
guarantee that the insured bond's principal and interest will be paid when due.
Insurance does not guarantee the price of the bond or the share price of any
fund. The credit rating of an insured bond reflects the credit rating of the
insurer, based on its claims-paying ability. The obligation of a municipal bond
insurance company to pay a claim extends over the life of each insured bond.
Although defaults on insured Municipal Bonds have been low to date and municipal
bond insurers have met their claims, there is no assurance this will continue. A
higher-than-expected default rate could strain the insurer's loss reserves and
adversely affect its ability to pay claims to bondholders. The number of
municipal bond insurers is relatively small, and not all of them have the
highest rating. An SBPA is a liquidity facility provided to pay the purchase
price of bonds that cannot be re-marketed. The obligation of the liquidity
provider (usually a bank) is only to advance funds to purchase tendered bonds
that cannot be remarketed and does not cover principal or interest under any
other circumstances. The liquidity provider's obligations under the SBPA are
usually subject to numerous conditions, including the continued creditworthiness
of the underlying borrower.

     The Municipal Funds may invest in Residual Interest Bonds, which are
created by dividing the income stream provided by an underlying bond to create
two securities, one short term and one long term. The interest rate on the
short-term component is reset by an index or auction process normally every
seven to 35 days. After income is paid on the short-term securities at current
rates, the residual income goes to the long-term securities. Therefore, rising
short-term interest rates result in lower income for the longer-term portion,
and vice versa. The longer-term bonds can be very volatile and may be less
liquid than other Municipal Bonds of

                                       3
<PAGE>

comparable maturity. A Municipal Fund will not invest more than 10% of its total
assets in Residual Interest Bonds.

     The Municipal Funds also may invest in participation interests.
Participation interests are various types of securities created by converting
fixed rate bonds into short-term, variable rate certificates. These securities
have been developed in the secondary market to meet the demand for short-term,
tax-exempt securities. The Municipal Funds will invest only in securities deemed
tax-exempt by a nationally recognized bond counsel, but there is no guarantee
the interest will be exempt because the IRS has not issued a definitive ruling
on the matter.

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

     The Municipal Funds may purchase and sell portfolio investments to take
advantage of changes or anticipated changes in yield relationships, markets or
economic conditions.  The Municipal Funds may also sell Municipal Bonds due to
changes in 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 a Fund's Municipal Bonds in the same manner.  In
particular, the California Intermediate Municipal Bond, New York Municipal Bond,
and California Municipal Bond Funds are subject to the risks inherent in
concentrating investment in a particular state or region.  The following
summarizes information drawn from official statements, and other public
documents available relating to issues

                                       4
<PAGE>

potentially affecting securities offerings of the states of California and New
York. PIMCO has not independently verified the information, but has no reason to
believe that it is not correct.

     California.  The California Intermediate Municipal Bond Fund and the
California Municipal Bond Fund may be particularly affected by political,
economic or regulatory developments affecting the ability of California issuers
to pay interest or repay principal.  Provisions of the California Constitution
and State statutes which limit the taxing and spending authority of California
governmental entities may impair the ability of California issuers to maintain
debt service on their obligations.  Future California political and economic
developments, constitutional amendments, legislative measures, executive orders,
administrative regulations, litigation and voter initiatives could have an
adverse effect on the debt obligations of California issuers.

     Certain debt obligations held by the California Intermediate Municipal Bond
Fund and the California Municipal Bond Fund may be obligations of issuers which
rely in whole or in substantial part on California state revenues for the
continuance of their operations and payment of their obligations.  Whether and
to what extent the California Legislature will continue to appropriate a portion
of the State's General Fund to counties, cities and their various entities, is
not entirely certain.  To the extent local entities do not receive money from
the State to pay for their operations and services, their ability to pay debt
service on obligations held by the California Intermediate Municipal Bond Fund
and the California Municipal Bond Fund may be impaired.

     Certain tax-exempt securities in which the California Intermediate
Municipal Bond Fund and the California Municipal Bond Fund may invest may be
obligations payable solely from the revenues of specific institutions, or may be
secured by specific properties, which are subject to provisions of California
law which could adversely affect the holders of such obligations.  For example,
the revenues of California health care institutions may be subject to state
laws, and California law limits the remedies of a creditor secured by a mortgage
or deed of trust on real property.

     California is the most populous state in the nation with a total population
estimated at 32.9 million.  The State now comprises 12.3% of the nation's
population and 12.5% of its total personal income.  Its economy is broad and
diversified with major concentrations in high technology research and
manufacturing, aerospace and defense-related manufacturing, trade,
entertainment, real estate, and financial services.  After experiencing strong
growth throughout much of the 1980s, from 1990-1993 the State suffered through a
severe recession, the worst since the 1930's, heavily influenced by large
cutbacks in defense/aerospace industries and military base closures and a major
drop in real estate construction.  California's economy has been recovering and
growing steadily stronger since the start of 1994, to the point where the
State's economic growth is outpacing the rest of the nation.  The unemployment
rate, while still higher than the national average, fell to an average of 5.9%
in 1998, compared to over 10% at the worst of the recession.  California's
economic recovery from the recession is continuing at a strong pace.  Recent
economic reports indicate that, while the rate of economic growth in California
is expected to moderate over the next year, the increases in employment and
income may exceed those of the nation as a whole.  The unsettled financial
situation occurring in certain

                                       5
<PAGE>

Asian economies, and its spillover effect elsewhere, may adversely affect the
State's export-related industries and, therefore, the State's rate of economic
growth.

     Revenue bonds represent both obligations payable from State revenue-
producing enterprises and projects, which are not payable from the General Fund,
and conduit obligations payable only from revenues paid by private users of
facilities financed by such revenue bonds.  Such enterprises and projects
include transportation projects, various public works and exposition projects,
educational facilities (including the California State University and University
of California systems), housing, health facilities, and pollution control
facilities.

     In years past, because of the State's budget problems, the State's General
Obligation bonds were downgraded.  In 1996, however, citing California's
improving economy and budget situation,  Fitch and S&P raised their ratings from
A to A+.  In October, 1997, Fitch raised its rating from A+ to AA-referring to
the State's fundamental strengths, the extent of its economic recovery and the
return of financial stability.  In October 1998, Moody's raised its rating from
A1 to Aa3 citing the State's continuing economic recovery and a number of
actions taken to improve the State's credit condition, including the rebuilding
of cash and budget reserves.  There is no assurance that a particular rating
will continue for any given period of time or that any such rating will not be
revised downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant.  A downward
revision or withdrawal of such ratings, or either of them, may have an effect on
the market price of the State Municipal Obligations in which the California
Intermediate Municipal Bond Fund or the California Municipal Bond Fund invest.

     The State is party to numerous legal proceedings, many of which normally
occur in governmental operations and which, if decided against the State, might
require the State to make significant future expenditures or impair future
revenue sources.

     Constitutional and statutory amendments as well as budget developments may
affect the ability of California issuers to pay interest and principal on their
obligations.  The overall effect may depend upon whether a particular California
tax-exempt security is a general or limited obligation bond and on the type of
security provided for the bond.  It is possible that other measures affecting
the taxing or spending authority of California or its political subdivisions may
be approved or enacted in the future.

     New York.  Because the New York  Municipal Bond Fund concentrates its
investments in New York tax-exempt bonds, the Fund may be affected significantly
by economic or regulatory developments affecting the ability of New York tax-
exempt issuers to pay interest or repay principal.  Investors should be aware
that certain issuers of New York tax-exempt securities have experienced serious
financial difficulties in recent years.  A reoccurrence of these difficulties
may impair the ability of certain New York issuers to maintain debt service on
their obligations.

     The economic and financial condition of the State also may be affected by
various financial, social, economic and political factors.  Such factors can be
very complex, may vary from year to year and are frequently the result of
actions taken not only by the State and its agencies and instrumentalities, but
also by entities, such as the Federal government, that are not under the control
of the State.

                                       6
<PAGE>

     The fiscal stability of New York State is related to the fiscal stability
of the State's municipalities, its agencies and authorities (which generally
finance, construct and operate revenue-producing public benefit facilities).
This is due in part to the fact that agencies, authorities and local governments
in financial trouble often seek State financial assistance.  The experience has
been that if New York City or any of the agencies or authorities suffers serious
financial difficulty, both the ability of the State, the City, the State's
political subdivisions, the agencies and the authorities to obtain financing in
the public credit markets and the market price of outstanding New York tax-
exempt securities are adversely affected.

     The New York state economy has continued to expand, but growth remains
somewhat slower than in the nation overall.  Although the State has added
approximately 400,000 jobs since late 1992, employment growth in the State has
been hindered during recent years by significant cutbacks in the computer and
instrument manufacturing, utility, defense and banking industries.

     In recent years, State actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy and
actions of the federal government have helped to create projected budget gaps
for the State.  These gaps result from a significant disparity between recurring
revenues and the costs of maintaining or increasing the level of support for
State programs.  To address a potential imbalance in any given fiscal year, the
State would be required to take actions to increase receipts and/or reduce
disbursements as it enacts the budget for that year, and under the State
Constitution, the Governor is required to propose a balanced budget each year.
There can be no assurance, however, that the Legislature will enact the
Governor's proposals or that the State's actions will be sufficient to preserve
budgetary balance in a given fiscal year or to align recurring receipts and
disbursements in future fiscal years.

     The fiscal stability of the State is related to the fiscal stability of its
public authorities.  Authorities have various responsibilities, including those
which finance, construct and/or operate revenue-producing public facilities.
Authorities are not subject to the constitutional restrictions on the incurrence
of debt which apply to the State itself, and may issue bonds and notes within
the amounts and restrictions set forth in their legislative authorization.

     Authorities are generally supported by revenues generated by the projects
financed or operated, such as tolls charged for use of highways, bridges or
tunnels, charges for electric power, electric and gas utility services, rentals
charged for housing units and charges for occupancy at medical care facilities.
In addition, State legislation authorizes several financing techniques for
authorities.  Also, there are statutory arrangements providing for State local
assistance payments otherwise payable to localities to be made under certain
circumstances to authorities.  Although the State has no obligation to provide
additional assistance to localities whose local assistance payments have been
paid to authorities under these arrangements, if local assistance payments are
diverted the affected localities could seek additional State assistance.  Some
authorities also receive moneys from State appropriations to pay for the
operating costs of certain of their programs.

     S&P rates the State's general obligation bonds A, and Moody's rates the
State's general obligation bonds A2. There is no assurance that a particular
rating will continue for any given

                                       7
<PAGE>

period of time or that any such rating will not be revised downward or withdrawn
entirely if, in the judgment of the agency originally establishing the rating,
circumstances so warrant. A downward revision or withdrawal of such ratings, or
either of them, may have an effect on the market price of the State Municipal
Obligations in which the New York Municipal Bond Fund invests.

     Over the long term, the State and New York City face potential economic
problems.  New York City accounts for a large portion of the State's population
and personal income, and New York City's financial health affects the State in
numerous ways.  New York City continues to require significant financial
assistance from the State.  New York  City depends on State aid both to enable
it to balance its budget and to meet its cash requirements.  The State could
also be affected by the ability of the City to market its securities
successfully in the public credit markets.

     Each Fund may purchase custodial receipts representing the right to receive
either the principal amount or the periodic interest payments or both with
respect to specific underlying Municipal Bonds.  In a typical custodial receipt
arrangement, an issuer or third party owner of Municipal Bonds deposits the
bonds with a custodian in exchange for two classes of custodial receipts.  The
two classes have different characteristics, but, in each case, payments on the
two classes are based on payments received on the underlying Municipal Bonds.
In no event will the aggregate interest paid with respect to the two classes
exceed the interest paid by the underlying Municipal Bond.  Custodial receipts
are sold in private placements.   The value of a custodial receipt may fluctuate
more than the value of a Municipal Bond of comparable quality and maturity.

Mortgage-Related and Other Asset-Backed Securities

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

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

                                       8
<PAGE>

     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.

     Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-
through pools of conventional residential mortgage loans.  Such issuers may, in
addition, be the originators and/or servicers of the underlying mortgage loans
as well as the guarantors of the mortgage-related securities.  Pools created by
such non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments in the former pools. However, timely
payment of interest and principal of these pools may be supported by various
forms of insurance or guarantees, including individual loan, title, pool and
hazard insurance and letters of credit, which may be issued by governmental
entities, private insurers or the mortgage poolers.  The insurance and
guarantees are issued by governmental entities, private insurers and the
mortgage poolers. Such insurance and guarantees and the creditworthiness of the
issuers thereof will be considered in determining whether a mortgage-related
security meets the Trust's investment quality standards.  There can be no
assurance that the private insurers or guarantors can meet their obligations
under the insurance policies or guarantee arrangements.  The Funds may buy

                                       9
<PAGE>

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.  No Fund will 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 (10% in the case of the
Money Market Fund.)

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

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

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

     In a typical CMO transaction, a corporation ("issuer") issues multiple
series (e.g., A, B, C, Z) of CMO bonds ("Bonds").  Proceeds of the Bond offering
are used to purchase mortgages or mortgage pass-through certificates
("Collateral").  The Collateral is pledged to a third party trustee as security
for the Bonds.  Principal and interest payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z.  The Series A, B, and C
Bonds all bear current interest.  Interest on the Series Z Bond is accrued and
added to principal and a like amount is paid as principal on the Series A, B, or
C Bond currently being paid off.  When the

                                       10
<PAGE>

Series A, B, and C Bonds are paid in full, interest and principal on the Series
Z Bond begins to be paid currently. With some CMOs, the issuer serves as a
conduit to allow loan originators (primarily builders or savings and loan
associations) to borrow against their loan portfolios.

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

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

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

     Commercial Mortgage-Backed Securities include securities that reflect an
interest in, and are secured by, mortgage loans on commercial real property.
The market for commercial mortgage-backed securities developed more recently and
in terms of total outstanding principal amount of issues is relatively small
compared to the market for residential single-family mortgage-backed securities.
Many of the risks of investing in commercial mortgage-backed securities reflect
the risks of investing in the real estate 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

                                       11
<PAGE>

 loan associations, homebuilders, mortgage banks, commercial banks, investment
banks, partnerships, trusts and special purpose entities of the foregoing.

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

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

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

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

     SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets.  A common type of SMBS will have one class receiving some of the
interest and most of the principal from the mortgage assets, while the other
class will receive most of the interest and the remainder of the principal.  In
the

                                       12
<PAGE>

most extreme case, one class will receive all of the interest (the "IO" class),
while the other class will receive all of the principal (the principal-only or
"PO" class). The yield to maturity on an IO class is extremely sensitive to the
rate of principal payments (including prepayments) on the related underlying
mortgage assets, and a rapid rate of principal payments may have a material
adverse effect on a Fund's yield to maturity from these securities. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, a Fund may fail to recoup some or all of its initial investment in
these securities even if the security is in one of the highest rating
categories.

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

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

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

Bank Obligations

     Bank obligations in which the Funds may invest include certificates of
deposit, bankers' acceptances, and fixed time deposits.  Certificates of deposit
are negotiable certificates issued against funds deposited in a commercial bank
for a definite period of time and earning a specified return.  Bankers'
acceptances are negotiable drafts or bills of exchange, normally drawn by an
importer or exporter to pay for specific merchandise, which are "accepted" by a
bank, meaning, in effect, that the bank unconditionally agrees to pay the face
value of the instrument on maturity. Fixed time deposits are bank obligations
payable at a stated maturity date and bearing interest at a fixed rate.  Fixed
time deposits may be withdrawn on demand by the investor, but may be subject to
early withdrawal penalties which vary depending upon market conditions and the
remaining maturity of the obligation.  There are no contractual restrictions on

                                       13
<PAGE>

the right to transfer a beneficial interest in a fixed time deposit to a third
party, although there is no market for such deposits. A Fund will not invest in
fixed time deposits which (1) are not subject to prepayment or (2) provide for
withdrawal penalties upon prepayment (other than overnight deposits) if, in the
aggregate, more than 15% of its net assets (10% in the case of the Money Market
Fund) would be invested in such deposits, repurchase agreements maturing in more
than seven days and other illiquid assets.

     The Money Market, Low Duration II, GNMA, Total Return II, Total Return
Mortgage, Commercial Mortgage Securities, Long-Term U.S. Government, Short
Duration Municipal Income, Municipal Bond, California Intermediate Municipal
Bond, California Municipal Bond, and New York  Municipal Bond Funds may invest
in the same types of bank obligations as the other Funds, but they must be U.S.
dollar-denominated.  Subject to the Trust's limitation on concentration of no
more than 25% of its assets in the securities of issuers in a particular
industry, there is no limitation on the amount of a Fund's assets which may be
invested in obligations of foreign banks which meet the conditions set forth
herein.

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

Loan Participations

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

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

                                       14
<PAGE>

rely on the agent bank or other financial intermediary to apply appropriate
credit remedies against a corporate borrower.

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

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

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

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

     Loans and other types of direct indebtedness may not be readily marketable
and may be subject to restrictions on resale. In some cases, negotiations
involved in disposing of indebtedness may require weeks to complete.
Consequently, some indebtedness may be difficult or impossible to dispose of
readily at what PIMCO believes to be a fair price. In addition, valuation of
illiquid indebtedness involves a greater degree of judgment in determining a
Fund's

                                       15
<PAGE>

net asset value than if that value were based on available market quotations,
and could result in significant variations in the Fund's daily share price. At
the same time, some loan interests are traded among certain financial
institutions and accordingly may be deemed liquid. As the market for different
types of indebtedness develops, the liquidity of these instruments is expected
to improve. In addition, the Funds currently intend to treat indebtedness for
which there is no readily available market as illiquid for purposes of the
Funds' limitation on illiquid investments. Investments in loan participations
are considered to be debt obligations for purposes of the Trust's investment
restriction relating to the lending of funds or assets by a Portfolio.

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

Corporate Debt Securities

     A Fund's investments in U.S. dollar or foreign currency-denominated
corporate debt securities of domestic or foreign issuers are limited to
corporate debt securities (corporate bonds, debentures, notes and other similar
corporate debt instruments, including convertible securities) which meet the
minimum ratings criteria set forth for the Fund, or, if unrated, are in PIMCO's
opinion comparable in quality to corporate debt securities in which the Fund may
invest.

     Corporate income-producing securities may include forms of preferred or
preference stock.  The rate of interest on a corporate debt security may be
fixed, floating or variable, and may vary inversely with 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.

                                       16
<PAGE>

High Yield Securities ("Junk Bonds")

     Investments in securities rated below investment grade that are eligible
for purchase by certain of the Funds and in particular, by the High Yield,
Emerging Markets and Convertible Funds 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 Funds investing in such securities may incur
additional expenses to seek recovery.  In the case of high yield securities
structured as zero-coupon or pay-in-kind securities, their market prices are
affected to a greater extent by interest rate changes, and therefore tend to be
more volatile than securities which pay interest periodically and in cash.
PIMCO seeks to reduce these risks through diversification, credit analysis and
attention to current developments and trends in both the economy and financial
markets.

     The secondary market on which high yield securities are traded may be less
liquid than the market for higher grade securities.  Less liquidity in the
secondary trading market could adversely affect the price at which the Funds
could sell a high yield security, and could adversely affect the daily net asset
value of the shares.  Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly-traded market.  When secondary markets
for high yield securities are less liquid than the market for higher grade
securities, it may be more difficult to value the securities because such
valuation may require more research, and elements of judgment may play a greater
role in the valuation because there is less reliable, objective data available.
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
Funds, and develops its own independent analysis of issuer credit quality.  If a
credit rating agency changes

                                       17
<PAGE>

the rating of a portfolio security held by a Fund, the Fund may retain the
portfolio security if PIMCO deems it in the best interest of shareholders.

Participation on Creditors Committees

     A Fund (in particular, the High Yield Fund) may from time to time
participate on committees formed by creditors to negotiate with the management
of financially troubled issuers of securities held by the Fund.  Such
participation may subject a Fund to expenses such as legal fees and may make a
Fund an "insider" of the issuer for purposes of the federal securities laws, and
therefore may restrict such Fund's ability to trade in or acquire additional
positions in a particular security when it might otherwise desire to do so.
Participation by a Fund on such committees also may expose the Fund to potential
liabilities under the federal bankruptcy laws or other laws governing the rights
of creditors and debtors.  A Fund will participate on such committees only when
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 Money Market Fund may
invest in a variable rate security having a stated maturity in excess of 397
calendar days if the interest rate will be adjusted, and the Fund may demand
payment of principal from the issuers, within the period.

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

     Each Fund (except the Money Market 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 Funds have adopted a policy under which no Fund will
invest more than 5% of its assets in any combination of inverse floater,
interest only ("IO"), or principal only ("PO") securities.

                                       18
<PAGE>

Inflation-Indexed Bonds

     Inflation-indexed bonds are fixed income securities whose principal value
is periodically adjusted according to the rate of inflation.  Two structures are
common.  The U.S. Treasury and some other issuers use a structure that accrues
inflation into the principal value of the bond.  Most other issuers pay out the
CPI accruals as part of a semiannual coupon.

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

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

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

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

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

                                       19
<PAGE>

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 a trigger event causes losses exceeding a specific
amount in the geographic region and time period specified in a bond, a Fund
investing in the bond may lose a portion or all of its principal invested in the
bond.  If no trigger event occurs, the Fund will recover its principal plus
interest.  For some event-linked bonds, the trigger event or losses may be based
on company-wide losses, index-portfolio losses, industry indices, or readings of
scientific instruments rather than specified actual losses.  Often the event-
linked bonds provide for extensions of maturity that are mandatory, or optional
at the discretion of the issuer, in order to process and audit loss claims in
those cases where a trigger event has, or possibly has, occurred. In addition to
the specified trigger events, event-linked bonds may also expose the Fund to
certain unanticipated risks including but not limited to issuer (credit)
default, adverse regulatory or jurisdictional interpretations, and adverse tax
consequences.

     Event-linked bonds are a relatively new type of financial instrument. As
such, there is no significant trading history of these securities, and there can
be no assurance that a liquid market in these instruments will develop.  See
"Illiquid Securities" below.  Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that a Fund may be forced to
liquidate positions when it would not be advantageous to do so.  Event-linked
bonds are typically rated, and a Fund will only invest in catastrophe bonds that
meet the credit quality requirements for the Fund.

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.

                                       20
<PAGE>

     Because of the conversion feature, the price of the convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying asset, and as such is subject to risks relating to the activities of
the issuer and/or general market and economic conditions. The income component
of a convertible security may tend to cushion the security against declines in
the price of the underlying asset. However, the income component of convertible
securities causes fluctuations based upon changes in interest rates and the
credit quality of the issuer. In addition, convertible securities are often
lower-rated securities.

     A convertible security may be subject to redemption at the option of the
issuer at a predetermined price. If a convertible security held by a Fund is
called for redemption, the Fund would be required to permit the issuer to redeem
the security and convert it to underlying common stock, or would sell the
convertible security to a third party, which may have an adverse effect on the
Fund's ability to achieve its investment objective.  A Fund generally would
invest in convertible securities for their favorable price characteristics and
total return potential and would normally not exercise an option to convert
unless the security is called or conversion is forced.

Warrants to Purchase Securities

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

     A Fund will not invest more than 5% of its net assets, valued at the lower
of cost or market, in warrants to purchase securities.  Warrants acquired in
units or attached to securities will be deemed without value for purposes of
this restriction.

Foreign Securities

     Each Fund (except the Low Duration II, Total Return II, Long-Term U.S.
Government, Short Duration Municipal Income, Municipal Bond, California
Intermediate Municipal Bond, California Municipal Bond, and New York  Municipal
Bond Funds) may invest in corporate debt securities of foreign issuers
(including preferred or preference stock), certain foreign bank obligations (see
"Bank Obligations") and U.S. dollar or foreign currency-denominated obligations
of foreign governments or their subdivisions, agencies and instrumentalities,
international agencies and supranational entities.  The Money Market, Commercial
Mortgage Securities, GNMA and Total Return Mortgage Funds may invest in
securities of foreign issuers only if they are U.S. dollar-denominated.  The
High Yield Fund may invest up to 15% of its assets in euro-denominated
securities.

     Securities traded in certain emerging market countries, including the
emerging market countries in Eastern Europe, may be subject to risks in addition
to risks typically posed by international investing due to the inexperience of
financial intermediaries, the lack of modern

                                       21
<PAGE>

technology, and the lack of a sufficient capital base to expand business
operations. Additionally, former Communist regimes of a number of Eastern
European countries previously expropriated a large amount of property, the
claims on which have not been entirely settled. There can be no assurance that a
Fund's investments in Eastern Europe will not also be expropriated, nationalized
or otherwise confiscated.

     Each Fund (except the Low Duration II, Total Return II, Long-Term U.S.
Government, Short Duration Municipal Income, Municipal Bond, California
Intermediate Municipal Bond, California Municipal Bond, and New York  Municipal
Bond Funds) may invest in Brady Bonds.  Brady Bonds are securities created
through the exchange of existing commercial bank loans to sovereign entities for
new obligations in connection with debt restructurings under a debt
restructuring plan introduced by former U.S. 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.

                                       22
<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 Funds may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause the Funds to suffer
a loss of interest or principal on any of its holdings.

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

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

     The Emerging Markets Bond 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.

Foreign Currency Transactions

     All Funds that may invest in foreign currency-denominated securities also
may purchase and sell foreign currency options and foreign currency futures
contracts and related options (see "Derivative Instruments"), and may engage in
foreign currency transactions either on a spot (cash) basis at the rate
prevailing in the currency exchange market at the time or through forward

                                       23
<PAGE>

currency contracts ("forwards") with terms generally of less than one year.
Funds may engage in these transactions in order to protect against uncertainty
in the level of future foreign exchange rates in the purchase and sale of
securities.  The Funds may also use foreign currency options and foreign
currency forward contracts to increase exposure to a foreign currency or to
shift exposure to foreign currency fluctuations from one country to another.

     A forward involves an obligation to purchase or sell a specific currency at
a future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts may be bought or sold to protect a Fund against a possible loss
resulting from an adverse change in the relationship between foreign currencies
and the U.S. dollar or to increase exposure to a particular foreign currency.
Open positions in forwards used for non-hedging purposes will be covered by the
segregation with the Trust's custodian of assets determined to be liquid by
PIMCO in accordance with procedures established by the Board of Trustees, and
are marked to market daily.  Although forwards are intended to minimize the risk
of loss due to a decline in the value of the hedged currencies, at the same
time, they tend to limit any potential gain which might result should the value
of such currencies increase.  Forwards will be used primarily to adjust the
foreign exchange exposure of each Fund with a view to protecting the outlook,
and the Funds might be expected to enter into such contracts under the following
circumstances:

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

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

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

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

                                       24
<PAGE>

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

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

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

Foreign Currency Exchange-Related Securities

     Foreign currency warrants. Foreign currency warrants such as Currency
Exchange Warrants(SM) ("CEWs(SM)") are warrants which entitle the holder to
receive from their issuer an amount of cash (generally, for warrants issued in
the United States, in U.S. dollars) which is calculated pursuant to a
predetermined formula and based on the exchange rate between a specified foreign
currency and the U.S. dollar as of the exercise date of the warrant. Foreign
currency warrants generally are exercisable upon their issuance and expire as of
a specified date and time. Foreign currency warrants have been issued in
connection with U.S. dollar-denominated debt offerings by major corporate
issuers in an attempt to reduce the foreign currency exchange risk which, from
the point of view of prospective purchasers of the securities, is inherent in
the international fixed-income marketplace. Foreign currency warrants may
attempt to reduce the foreign exchange risk assumed by purchasers of a security
by, for example, providing for a supplemental payment in the event that the U.S.
dollar depreciates against the value of a major foreign currency such as the
Japanese Yen or German Deutschmark. The formula used to determine the amount
payable upon exercise of a foreign currency warrant may make the warrant
worthless unless the applicable foreign currency exchange rate moves in a
particular direction (e.g., unless the U.S. dollar appreciates or depreciates
against the particular foreign currency to which the warrant is linked or
indexed). Foreign currency warrants are severable from the debt obligations with
which they may be offered, and may be listed on exchanges. Foreign currency
warrants may be exercisable only in certain minimum amounts, and an investor
wishing to exercise warrants who possesses less than the minimum number required
for exercise may be required either to sell the warrants or to purchase
additional warrants, thereby incurring additional transaction costs. In the case
of any exercise of warrants, there may be a time delay between the time a holder
of warrants gives instructions to exercise and the time the exchange rate
relating to exercise is determined, during which time the exchange rate could
change significantly, thereby affecting both the market and cash settlement
values of the warrants being exercised. The expiration date of the warrants may
be accelerated if the warrants should be delisted from an exchange or if their
trading should be suspended permanently, which

                                       25
<PAGE>

would result in the loss of any remaining "time value" of the warrants (i.e.,
the difference between the current market value and the exercise value of the
warrants), and, in the case the warrants were "out-of-the-money," in a total
loss of the purchase price of the warrants. Warrants are generally unsecured
obligations of their issuers and are not standardized foreign currency options
issued by the Options Clearing Corporation ("OCC"). Unlike foreign currency
options issued by OCC, the terms of foreign exchange warrants generally will not
be amended in the event of governmental or regulatory actions affecting exchange
rates or in the event of the imposition of other regulatory controls affecting
the international currency markets. The initial public offering price of foreign
currency warrants is generally considerably in excess of the price that a
commercial user of foreign currencies might pay in the interbank market for a
comparable option involving significantly larger amounts of foreign currencies.
Foreign currency warrants are subject to significant foreign exchange risk,
including risks arising from complex political or economic factors.

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

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

Borrowing

     Each 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, a Fund

                                       26
<PAGE>

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. A 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.

     Specifically, provisions of the 1940 Act require a Fund to maintain
continuous asset coverage (that is, total assets including borrowings, less
liabilities exclusive of borrowings) of 300% of the amount borrowed, with an
exception for borrowings not in excess of 5% of the Fund's total assets made for
temporary administrative purposes.  Any borrowings for temporary administrative
purposes in excess of 5% of the Fund's total assets must maintain continuous
asset coverage.  If the 300% asset coverage should decline as a result of market
fluctuations or other reasons, a Fund may be required to sell some of its
portfolio holdings within three days to reduce the debt and restore the 300%
asset coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time.

     As noted below, a Fund also may enter into certain transactions, including
reverse repurchase agreements, mortgage dollar rolls, and sale-buybacks, that
can be viewed as constituting a form of borrowing or financing transaction by
the Fund.  To the extent a Fund covers its commitment under a reverse repurchase
agreement (or economically similar transaction) by the segregation of assets
determined in accordance with procedures adopted by the Trustees, equal in value
to the amount of the Fund's commitment to repurchase, such an agreement will not
be considered a "senior security" by the Fund and therefore will not be subject
to the 300% asset coverage requirement otherwise applicable to borrowings by the
Funds.  Borrowing will tend to exaggerate the effect on net asset value of any
increase or decrease in the market value of a Fund's portfolio.  Money borrowed
will be subject to interest costs which may or may not be recovered by
appreciation of the securities purchased.  A Fund also may be required to
maintain minimum average balances in connection with such borrowing or to pay a
commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.
The Global Bond Fund II has adopted a non-fundamental investment restriction
under which the Fund may not borrow in excess of 10% of the value of its total
assets and then only from banks as a temporary measure to facilitate the meeting
of redemption requests (not for leverage) or for extraordinary or emergency
purposes.  Non-fundamental investment restrictions may be changed without
shareholder approval.

     A Fund may enter into reverse repurchase agreements, mortgage dollar rolls,
and economically similar transactions.  A reverse repurchase agreement involves
the sale of a portfolio-eligible security by a Fund, coupled with its agreement
to repurchase the instrument at a specified time and price.  Under a reverse
repurchase agreement, the Fund continues to receive any principal and interest
payments on the underlying security during the term of the agreement. The Fund
typically will segregate assets determined to be liquid by 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 Funds'
limitations on borrowings, which would, among other things,

                                       27
<PAGE>

restrict the aggregate of such transactions (plus any other borrowings) to 1/3
(for each Fund except the Global Bond Fund II) of a Fund's total assets.

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

     A Fund's obligations under a dollar roll agreement must be covered by
segregated liquid assets equal in value to the securities subject to repurchase
by the Fund.  As with reverse repurchase agreements, to the extent that
positions in dollar roll agreements are not covered by segregated liquid assets
at least equal to the amount of any forward purchase commitment, such
transactions would be subject to the Funds' 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 a Fund's overall limitations on investments in illiquid securities.

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

Derivative Instruments

     In pursuing their individual objectives the Funds (except the Money Market
Fund) may purchase and sell (write) both put options and call options on
securities, swap agreements, securities indexes, and foreign currencies, and
enter into interest rate, foreign currency and index futures contracts and
purchase and sell options on such futures contracts ("futures options") for
hedging purposes or as part of their overall investment strategies, except that
those Funds that may not invest in foreign currency-denominated securities may
not enter into transactions involving currency futures or options. The Funds
(except the Money Market, Low Duration II, Total Return II, Long-Term U.S.
Government, Short Duration Municipal Income, Municipal Bond, California
Intermediate Municipal Bond, California Municipal Bond, and New York Municipal
Bond Funds) also may

                                      28
<PAGE>

purchase and sell foreign currency options for purposes of increasing exposure
to a foreign currency or to shift exposure to foreign currency fluctuations from
one country to another. The Funds (except the Money Market Fund) also may enter
into swap agreements with respect to interest rates and indexes of securities,
and to the extent it may invest in foreign currency-denominated securities, may
enter into swap agreements with respect to foreign currencies. The Funds may
invest in structured notes. If other types of financial instruments, including
other types of options, futures contracts, or futures options are traded in the
future, a Fund may also use those instruments, provided that the Trustees
determine that their use is consistent with the Fund's investment objective.

     The value of some derivative instruments in which the Funds invest may be
particularly sensitive to changes in prevailing interest rates, and, like the
other investments of the Funds, the ability of a Fund to successfully utilize
these instruments may depend in part upon the ability of 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 Funds could be exposed to the risk of
loss.

     The Funds might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed.  If PIMCO
incorrectly forecasts interest rates, market values or other economic factors in
utilizing a derivatives strategy for a Fund, the Fund might have been in a
better position if it had not entered into the transaction at all. Also,
suitable derivative transactions may not be available in all circumstances.  The
use of these strategies involves certain special risks, including a possible
imperfect correlation, or even no correlation, between price movements of
derivative instruments and price movements of related investments.  While some
strategies involving derivative instruments can reduce the risk of loss, they
can also reduce the opportunity for gain or even result in losses by offsetting
favorable price movements in related investments or otherwise, due to the
possible inability of a Fund to purchase or sell a portfolio security at a time
that otherwise would be favorable or the possible need to sell a portfolio
security at a disadvantageous time because the Fund is required to maintain
asset coverage or offsetting positions in connection with transactions in
derivative instruments, and the possible inability of a Fund to close out or to
liquidate its derivatives positions. In addition, a Fund's use of such
instruments may cause the Fund to realize higher amounts of short-term capital
gains (generally taxed at ordinary income tax rates) than if it had not used
such instruments.

     Options on Securities, Swap Agreements and Indexes.  A Fund may, to the
extent specified herein or in the Prospectuses, purchase and sell both put and
call options on fixed income or other securities, swap agreements or indexes in
standardized contracts traded on foreign or domestic securities exchanges,
boards of trade, or similar entities, or quoted on NASDAQ or on 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

                                       29
<PAGE>

payment of the exercise price or to pay the exercise price upon delivery of the
underlying security. Upon exercise, the writer of an option on an index is
obligated to pay the difference between the cash value of the index and the
exercise price multiplied by the specified multiplier for the index option. (An
index is designed to reflect features of a particular financial or securities
market, a specific group of financial instruments or securities, or certain
economic indicators.)

     A Fund will write call options and put options only if they are "covered."
In the case of a call option on a security, the option is "covered" if the Fund
owns the security underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or, if additional
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.

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

     A Fund may sell put or call options it has previously purchased, which
could result in a net gain or loss depending on whether the amount realized on
the sale is more or less than the premium and other transaction costs paid on
the put or call option which is sold.  Prior to exercise or expiration, an
option may be closed out by an offsetting purchase or sale of an option of the
same series. A Fund will realize a capital gain from a closing purchase
transaction if the cost of the closing option is less than the premium received
from writing the option, or, if it is more, the Fund will realize a capital
loss.  If the premium received from a closing sale transaction is more than the
premium paid to purchase the option, the Fund will realize a capital gain or, if
it is less, the Fund will realize a capital loss. The principal factors
affecting the market value of a put or a call option include supply and demand,
interest rates, the current market price

                                       30
<PAGE>

of the underlying security or index in relation to the exercise price of the
option, the volatility of the underlying security or index, and the time
remaining until the expiration date.

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

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

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

     During the option period, the covered call writer has, in return for the
premium on the option, given up the opportunity to profit from a price increase
in the underlying security above the exercise price, but, as long as its
obligation as a writer continues, has retained the risk of loss should the price
of the underlying security decline. The writer of an option has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying security at the exercise price. If a put
or call option purchased by the Fund is not sold when it has remaining value,
and if the market price of the underlying security remains equal to or greater
than the exercise price (in the case of a put), or remains less than or equal to
the exercise price (in the case of a call), the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security is purchased to hedge against price movements in a related security,
the price of the put or call option may move more or less than the price of the
related security.

     There can be no assurance that a liquid market will exist when a Fund seeks
to close out an option position.  If a Fund were unable to close out an option
that it had purchased on a security, it would have to exercise the option in
order to realize any profit or the option may expire worthless. If a Fund were
unable to close out a covered call option that it had written on a security, it
would not be able to sell the underlying security unless the option expired
without exercise.  As the writer of a covered call option, a Fund forgoes,
during the option's life, the opportunity to profit from increases in the market
value of the security covering the call option above the sum of the premium and
the exercise price of the call.

                                       31
<PAGE>

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

     Foreign Currency Options. Funds that invest in foreign currency-denominated
securities may buy or sell put and call options on foreign currencies.  A Fund
may buy or sell put and call options on foreign currencies either on exchanges
or in the over-the-counter market.  A put option on a foreign currency gives the
purchaser of the option the right to sell a foreign currency at the exercise
price until the option expires.  A call option on a foreign currency gives the
purchaser of the option the right to purchase the currency at the exercise price
until the option expires.  Currency options traded on U.S. or other exchanges
may be subject to position limits which may limit the ability of a Fund to
reduce foreign currency risk using such options.  Over-the-counter options
differ from traded options in that they are two-party contracts with price and
other terms negotiated between buyer and seller, and generally do not have as
much market liquidity as exchange-traded options.

     Futures Contracts and Options on Futures Contracts.  Each Fund (except the
Money Market Fund) may invest in interest rate futures contracts and options
thereon ("futures options"), and to the extent it may invest in foreign
currency-denominated securities, may also invest in foreign currency futures
contracts and options thereon.  The Short Duration Municipal Income, Municipal
Bond, California Intermediate Municipal Bond and New York  Municipal Bond Funds
may purchase and sell futures contracts on U.S. Government securities and
Municipal Bonds, as well as purchase put and call options on such futures
contracts.  The Convertible, StocksPLUS and StocksPLUS Short Strategy Funds may
invest in interest rate, stock index and foreign currency futures contracts and
options thereon.

     An interest rate, foreign currency or index futures contract provides for
the future sale by one party and purchase by another party of a specified
quantity of a financial instrument, foreign currency or the cash value of an
index at a specified price and time.  A futures contract on an index is an
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to the difference between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.  Although the value of an index might be a
function of the value of certain specified securities, no physical delivery of
these securities is made.  A public market exists in futures contracts covering
a number of indexes as well as financial instruments and foreign currencies,
including: the S&P 500; the S&P Midcap 400; the Nikkei 225; the NYSE composite;
U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S.
Treasury bills; 90-day commercial paper; bank certificates of deposit;
Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar;
the British pound; the German mark; the Japanese yen; the French franc; the
Swiss franc; the Mexican peso; and certain multinational currencies, such as the
euro.  It is expected that other futures contracts will be developed and traded
in the future.

                                       32
<PAGE>

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

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

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

     When a purchase or sale of a futures contract is made by a Fund, the Fund
is required to deposit with its custodian (or broker, if legally permitted) a
specified amount of assets determined to be liquid by 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.  Each Fund expects to
earn interest income on its initial margin deposits.  A futures contract held by
a Fund is valued daily at the official settlement price of the exchange on which
it is traded.  Each day the Fund pays or receives cash, called "variation
margin," equal to the daily change in value of the futures contract.  This
process is known as "marking to market."  Variation margin does not represent a
borrowing or loan by a Fund but is instead a settlement between the Fund and the
broker of the amount one would owe the other if the futures contract expired.
In computing daily net asset value, each Fund will mark to market its open
futures positions.

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

                                       33
<PAGE>

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

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

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

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

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

                                       34
<PAGE>

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

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

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

     Futures contracts on U.S. Government securities historically have reacted
to an increase or decrease in interest rates in a manner similar to that in
which the underlying U.S. Government securities reacted.  To the extent,
however, that the Municipal Bond Fund enters into such futures

                                       35
<PAGE>

contracts, the value of such futures will not vary in direct proportion to the
value of the Fund's holdings of Municipal Bonds (as defined below). Thus, the
anticipated spread between the price of the futures contract and the hedged
security may be distorted due to differences in the nature of the markets. The
spread also may be distorted by differences in initial and variation margin
requirements, the liquidity of such markets and the participation of speculators
in such markets.

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

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

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

     Swap Agreements.  Each Fund (except the Money Market Fund) may enter into
interest rate, index, credit and, to the extent it may invest in foreign
currency-denominated securities, currency exchange rate swap agreements. Each
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

                                       36
<PAGE>

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. Each fund may write (sell) and
purchase put and call swap options.

     Most swap agreements entered into by the Funds would calculate the
obligations of the parties to the agreement on a "net basis."  Consequently, a
Fund's current obligations (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount").  A Fund's current obligations under a swap agreement will be
accrued daily (offset against any amounts 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.  A Fund will not enter into
a swap agreement with any single party if the net amount owed or to be received
under existing contracts with that party would exceed 5% of the Fund's assets.

     Whether a Fund's use of swap agreements 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, a Fund bears the risk of
loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. The Funds will
enter into swap agreements only with counterparties that meet certain standards
of creditworthiness (generally, such counterparties would have to be eligible
counterparties under the terms of the Funds' repurchase agreement guidelines).
Certain restrictions imposed on the Funds by the Internal Revenue Code may limit
the Funds' ability to use swap agreements. The swaps market is a relatively new
market and is largely unregulated. It is possible that developments in the swaps
market, including potential government regulation, could adversely affect a
Fund's ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

     Depending on the terms of the particular option agreement, a 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 a 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, when a 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

                                       37
<PAGE>

eligible, natural persons and most other entities must have total assets
exceeding $10 million; commodity pools and employee benefit plans must have
assets exceeding $5 million. In addition, an eligible swap transaction must meet
three conditions. First, the swap agreement may not be part of a fungible class
of agreements that are standardized as to their material economic terms. Second,
the creditworthiness of parties with actual or potential obligations under the
swap agreement must be a material consideration in entering into or determining
the terms of the swap agreement, including pricing, cost or credit enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.

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

     Structured Notes.  Structured notes are derivative debt securities, the
interest rate or principal of which is determined by an unrelated indicator.
Indexed securities include structured notes as well as securities other than
debt securities, the interest rate or principal of which is determined by an
unrelated indicator.  Indexed securities may include a multiplier that
multiplies the indexed element by a specified factor and, therefore, the value
of such securities may be very volatile.  To the extent a Fund invests in these
securities, however, 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.

Hybrid Instruments

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

     Hybrids can be used as an efficient means of pursuing a variety of
investment goals, including currency hedging, duration management, and increased
total return.  Hybrids may not bear interest or pay dividends.  The value of a
hybrid or its interest rate may be a multiple of a benchmark and, as a result,
may be leveraged and move (up or down) more steeply and rapidly than the
benchmark.  These benchmarks may be sensitive to economic and political events,
such as commodity shortages and currency devaluations, which cannot be readily
foreseen by the purchaser of a hybrid. Under certain conditions, the redemption
value of a hybrid could be zero.  Thus, an investment in a hybrid may entail
significant market risks that are not associated with a similar investment in a
traditional, U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating rate of interest.  The purchase of hybrids also
exposes a Fund to the credit risk of the issuer of the hybrids.  These risks may
cause significant fluctuations

                                       38
<PAGE>

in the net asset value of the Fund. Accordingly, no Fund will invest more than
5% of its assets in hybrid instruments.

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

Delayed Funding Loans and Revolving Credit Facilities

     Each Fund (except the Money Market and Municipal Bond Funds) may enter
into, or acquire participations in, delayed funding loans and revolving credit
facilities. Delayed funding loans and revolving credit facilities are borrowing
arrangements in which the lender agrees to make loans up to a maximum amount
upon demand by the borrower during a specified term.  A revolving credit
facility differs from a delayed funding loan in that as the borrower repays the
loan, an amount equal to the repayment may be borrowed again during the term of
the revolving credit facility.  Delayed funding loans and revolving credit
facilities usually provide for floating or variable rates of interest. These
commitments may have the effect of requiring a Fund to increase its investment
in a company at a time when it might not otherwise decide to do so (including at
a time when the company's financial condition makes it unlikely that such
amounts will be repaid).  To the extent that a Fund is committed to advance
additional funds, it will at all times segregate assets, determined to be liquid
by PIMCO in accordance with procedures established by the Board of Trustees, in
an amount sufficient to meet such commitments.

     The Funds may invest in delayed funding loans and revolving credit
facilities with credit quality comparable to that of issuers of its securities
investments. Delayed funding loans and revolving credit facilities may be
subject to restrictions on transfer, and only limited opportunities may exist to
resell such instruments. As a result, a Fund may be unable to sell such
investments at an opportune time or may have to resell them at less than fair
market value. The Funds currently intend to treat delayed funding loans and
revolving credit facilities for which there is no readily available market as
illiquid for purposes of the Funds' limitation on illiquid investments.  For a
further discussion of the risks involved in investing in loan participations and
other forms of direct indebtedness see "Loan Participations."  Participation
interests in revolving credit facilities will be subject to the limitations
discussed in "Loan Participations."  Delayed funding loans and revolving credit
facilities are considered to be debt obligations for purposes of the Trust's
investment restriction relating to the lending of funds or assets by a
Portfolio.

When-Issued, Delayed Delivery and Forward Commitment Transactions

     Each of the Funds may purchase or sell securities on a when-issued, delayed
delivery, or forward commitment basis.  When such purchases are outstanding, the
Fund will segregate until the settlement date assets determined to be liquid by
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 a Fund has committed to purchase prior to the time delivery of the
securities is made, although a Fund may earn income on securities it has
segregated.

                                       39
<PAGE>

     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.  A Fund may dispose of or renegotiate
a transaction after it is entered into, and may sell when-issued, delayed
delivery or forward commitment securities before they are delivered, which may
result in a capital gain or loss.  There is no percentage limitation on the
extent to which the Funds may purchase or sell securities on a when-issued,
delayed delivery, or forward commitment basis.

Short Sales

     Certain of the Funds, particularly the StocksPLUS Short Strategy Fund, may
make short sales of securities as part of their overall portfolio management
strategies involving the use of derivative instruments and to offset potential
declines in long positions in similar securities.  A short sale is a transaction
in which a Fund sells a security it does not own in anticipation that the market
price of that security will decline.

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

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

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

                                       40
<PAGE>

sold short. The Funds will engage in short selling to the extent permitted by
the 1940 Act and rules and interpretations thereunder.

Illiquid Securities

     The Funds may invest up to 15% of their net assets in illiquid securities
(10% in the case of the Money Market Fund).  The term "illiquid securities" for
this purpose means securities that cannot be disposed of within seven days in
the ordinary course of business at approximately the amount at which a Fund has
valued the securities.  Illiquid securities are considered to include, among
other things, written over-the-counter options, securities or other liquid
assets being used as cover for such options, repurchase agreements with
maturities in excess of seven days, certain loan participation interests, fixed
time deposits which are not subject to prepayment or provide for withdrawal
penalties upon prepayment (other than overnight deposits), and other securities
whose disposition is restricted under the federal securities laws (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, each Fund may lend its portfolio
securities to brokers, dealers, and other financial institutions, provided: (i)
the loan is secured continuously by collateral consisting of U.S. Government
securities, cash or cash equivalents (negotiable certificates of deposits,
bankers' acceptances or letters of credit) maintained on a daily mark-to-market
basis in an amount at least equal to the current market value of the securities
loaned; (ii) the Fund may at any time call the loan and obtain the return of the
securities loaned; (iii) the Fund will receive any interest or dividends paid on
the loaned securities; and (iv) the aggregate market value of securities loaned
will not at any time exceed 33 1/3% of the total assets of the Fund.

Social Investment Policies

     The Low Duration Fund III and Total Return Fund III will not, as a matter
of non-fundamental operating policy, invest in the securities of any issuer
determined by PIMCO to be engaged principally in the provision of healthcare
services, the manufacture of alcoholic beverages, tobacco products,
pharmaceuticals, military equipment, or the operation of gambling casinos. The
Funds will also avoid, to the extent possible on the basis of information
available to PIMCO, the purchase of securities of issuers engaged in the
production or trade of pornographic materials.  An issuer will be deemed to be
principally engaged in an activity if it derives more than 10% of its gross
revenues from such activities. Evaluation of any particular issuer with respect
to these criteria may involve the exercise of subjective judgment by PIMCO.
PIMCO's determination of issuers engaged in such activities at any given time
will, however, be based upon its good faith interpretation of available
information and its continuing and reasonable best

                                       41
<PAGE>

efforts to obtain and evaluate the most current information available, and to
utilize such information, as it becomes available, promptly and expeditiously in
portfolio management for the Funds. In making its analysis, PIMCO may rely,
among other things, upon information contained in such publications as those
produced by the Investor Responsibility Research Center, Inc.

                            INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

     Each Fund's investment objective, except for the Global Bond Fund II, as
set forth in the Prospectuses under "Investment Objectives and Policies,"
together with the investment restrictions set forth below, are fundamental
policies of the Fund and may not be changed with respect to a Fund without
shareholder approval by vote of a majority of the outstanding shares of that
Fund.

(1)  A 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 (except that the Money Market Fund
     may concentrate its investments in securities or obligations issued by U.S.
     banks).

(2)  A 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; (This investment restriction
     is not applicable to the Real Return Bond, Commercial Mortgage Securities,
     Global Bond, Global Bond II, Foreign Bond, Emerging Markets Bond,
     California Intermediate Municipal Bond, California Municipal Bond, and New
     York  Municipal Bond Funds.). For the purpose of this restriction, each
     state and each separate political subdivision, agency, authority or
     instrumentality of such state, each multi-state agency or authority, and
     each guarantor, if any, are treated as separate issuers of Municipal Bonds.

(3)  A 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)  A Fund may not purchase or sell commodities or commodities contracts or
     oil, gas or mineral programs.  This restriction shall not prohibit a Fund,
     subject to restrictions described in the Prospectuses and elsewhere in this
     Statement of Additional Information, from purchasing, selling or entering
     into futures contracts, options on futures contracts, foreign currency
     forward contracts, foreign currency options, or any interest rate,
     securities-related or foreign currency-related hedging instrument,
     including swap agreements and other derivative instruments, subject to
     compliance with any applicable provisions of the federal securities or
     commodities laws (This restriction is not applicable to the Global Bond
     Fund II, but see non-fundamental restriction "F").

                                       42
<PAGE>

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

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

(7)  A 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 each 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

     Each Fund is also subject to the following non-fundamental restrictions and
policies (which may be changed without shareholder approval) relating to the
investment of its assets and activities.

(A)  A Fund may not invest more than 15% of the net assets of a Fund (10% in the
     case of the Money Market Fund) (taken at market value at the time of the
     investment) in "illiquid securities," illiquid securities being defined to
     include securities subject to legal or contractual restrictions on resale
     (which may include private placements), repurchase agreements maturing in
     more than seven days, certain loan participation interests, fixed time
     deposits which are not subject to prepayment or provide for withdrawal
     penalties upon prepayment (other than overnight deposits), certain options
     traded over the counter that a Fund has purchased, securities or other
     liquid assets being used to cover such options a Fund has written,
     securities for which market quotations are not readily available, or other
     securities which legally or in 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)  A 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)  A Fund may not invest more than 5% of the assets of a Fund (taken at market
     value at the time of investment) in any combination of interest only,
     principal only, or inverse floating rate securities.

(D)  The Global Bond Fund II may not borrow money in excess of 10% of the value
     (taken at the lower of cost or current value) of the Fund's total assets
     (not including the amount

                                       43
<PAGE>

     borrowed) at the time the borrowing is made, and then only from banks as a
     temporary measure to facilitate the meeting of redemption requests (not for
     leverage) which might otherwise require the untimely disposition of
     portfolio investments or for extraordinary or emergency purposes (Such
     borrowings will be repaid before any additional investments are
     purchased.); or pledge, hypothecate, mortgage or otherwise encumber its
     assets in excess of 10% of the Fund's total assets (taken at cost) and then
     only to secure borrowings permitted above (The deposit of securities or
     cash or cash equivalents in escrow in connection with the writing of
     covered call or put options, respectively, is not deemed to be pledges or
     other encumbrances. For the purpose of this restriction, collateral
     arrangements with respect to the writing of options, futures contracts,
     options on futures contracts, and collateral arrangements with respect to
     initial and variation margin are not deemed to be a pledge of assets and
     neither such arrangements nor the purchase or sale of futures or related
     options are deemed to be the issuance of a senior security).

(E)  A 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.

(F)  The Global Bond Fund II may not purchase or sell commodities or commodity
     contracts except that the Fund may purchase and sell financial futures
     contracts and related options.

     Currency Hedging.  In addition, the Trust has adopted a non-fundamental
policy pursuant to which each Fund that may invest in securities denominated in
foreign currencies, except the Global Bond, and Emerging Markets Bond, and
Convertible Funds, will hedge at least 75% of its exposure to foreign currency
using the techniques described in the Prospectuses.  There can be no assurance
that currency hedging techniques will be successful.

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

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

     The staff of the SEC has taken the position that purchased over-the-counter
("OTC") options and the assets used as cover for written OTC options are
illiquid securities.  Therefore, the Funds have adopted an investment policy
pursuant to which a Fund will not purchase or sell OTC options if, as a result
of such transactions, the sum of: 1) the market value of OTC options

                                       44
<PAGE>

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 Funds and may be amended by the Trustees
without the approval of shareholders. However, the Funds will not change or
modify this policy prior to the change or modification by the SEC staff of its
position.

     Unless otherwise indicated, all limitations applicable to Fund investments
(as stated above and elsewhere in this Statement of Additional Information)
apply only at the time a transaction is entered into. Any subsequent change in a
rating assigned by any rating service to a security (or, if unrated, deemed to
be of comparable quality), or change in the percentage of Fund assets invested
in certain securities or other instruments, or change in the average duration of
a Fund's investment portfolio, resulting from market fluctuations or other
changes in a Fund's total assets will not require a Fund to dispose of an
investment until 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.

     The Funds interpret their policies with respect to borrowing and lending to
permit such activities as may be lawful for the Funds, to the full extent
permitted by the 1940 Act or by exemption from the provisions therefrom pursuant
to exemptive order of the SEC.  The Funds have filed an application seeking an
order from the SEC to permit the Funds to enter into transactions among
themselves with respect to the investment of daily cash balances of the Funds in
shares of the 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 Funds for temporary cash management purposes.  The interest paid by a Fund
in such an arrangement will be less than that otherwise payable for an overnight
loan, and will be in excess of the overnight rate the Money Market Fund could
otherwise earn as lender in such a transaction.

Non-Fundamental Operating Policies Relating to the Sale of Shares of Total
Return Fund in Japan

     In connection with an offering of Administrative Class shares of the Total
Return Fund in Japan, the Trust has adopted the following non-fundamental
operating policies (which may be changed without shareholder approval) with
respect to the Total Return Fund.  These non-fundamental policies will remain in
effect only so long as (i) they are required in accordance

                                       45
<PAGE>

with standards of the Japanese Securities Dealers Association and (ii) shares of
the Total Return Fund are being offered in Japan.

(1)  The Trust will not sell shares of the Total Return Fund in Japan except
     through PIMCO Funds Distributors LLC.

(2)  The Trust has appointed, and will maintain the appointment of, a bank or
     trust company as the place for safe-keeping of its assets in connection
     with the Total Return Fund.

(3)  The Tokyo District Court shall have the jurisdiction over any and all
     litigation related to transactions in any class of shares of the Total
     Return Fund acquired by Japanese investors as required by Article 26, Item
     4 of the Rules Concerning Transactions of Foreign Securities of the Japan
     Securities Dealers Association.

(4)  The Total Return Fund may not make short sales of securities or maintain a
     short position for the account of the Fund unless the total current value
     of the securities being the subject of short sales or of the short position
     is equal to or less than the net asset value of the Total Return Fund.

(5)  The Total Return Fund may not borrow money in excess of 10% of the value
     (taken at the lower of cost or current value) of its total assets (not
     including the amount borrowed) at the time the borrowing is made, except
     for extraordinary or emergency purposes, such as in the case of a merger,
     amalgamation or the like.

(6)  The Total Return Fund may not acquire more than 50% of the outstanding
     voting securities of any issuer, if aggregated with the portion of holding
     in such securities by any and all other mutual funds managed by PIMCO.

(7)  The Total Return Fund may not invest more than 15% of its total assets in
     voting securities privately placed, mortgage securities or unlisted voting
     securities which cannot be readily disposed of.  This restriction shall not
     be applicable to securities determined by PIMCO to be liquid and for which
     a market price (including a dealer quotation) is generally obtainable or
     determinable.

(8)  None of the portfolio securities of the Total Return Fund may be purchased
     from or sold or loaned to any Trustee of the Trust, PIMCO, acting as
     investment adviser of the Trust, or any affiliate thereof or any of their
     directors, officers or employees, or any major shareholder thereof (meaning
     a shareholder who holds to the actual knowledge of PIMCO, on his own
     account whether in his own or other name (as well as a nominee's name), 10%
     or more of the total issued outstanding shares of such a company) acting as
     principal or for their own account unless the transaction is made within
     the investment restrictions set forth in the Fund's prospectus and
     statement of additional information and either (i) at a price determined by
     current publicly available quotations (including a dealer quotation) or
     (ii) at competitive prices or interest rates prevailing from time to time
     on internationally recognized securities markets or internationally
     recognized money markets (including a dealer quotation).

                                       46
<PAGE>

     All percentage limitations on investments described in the restrictions
relating to the sale of shares in Japan will apply at the time of the making of
an investment and shall not be considered violated unless an excess or
deficiency occurs or exists immediately after and as a result of such
investment.  If any violation of the foregoing investment restrictions occurs,
the Trust will, promptly after discovery of the violation, take such action as
may be necessary to cause the violation to cease, which shall be the only
obligation of the Trust and the only remedy in respect of the violation.

     If any of the foregoing standards shall, at any time when shares of the
Total Return Fund are being offered for subscription by the Trust in Japan or
thereafter, no longer be required in accordance with the standards of the
Japanese Securities Dealers Association, then such standards shall no longer
apply.

                            MANAGEMENT OF THE TRUST

Trustees and Officers

     The business of the Trust is managed under the direction of the Trust's
Board of Trustees.  Subject to the provisions of the Trust's Declaration of
Trust, its By-Laws and Massachusetts law, the Trustees have all powers necessary
and convenient to carry out this responsibility, including the election and
removal of the Trust's officers.

     The Trustees and Executive Officers of the Trust, their ages, their
business address and a description of their principal occupations during the
past five years are listed below.  Unless otherwise indicated, the address of
all persons below is 840 Newport Center Drive, Suite 300, Newport Beach,
California 92660.


<TABLE>
<CAPTION>

                              Position with                        Principal Occupation(s)
Name, Address and Age           the Trust                         During the Past Five Years
--------------------------------------------------------------------------------------------------------
<S>                         <C>                            <C>

Brent R. Harris*            Chairman of the                Managing Director, PIMCO; Board of Governors,
Age 41                      Board and 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.
</TABLE>


                                       47
<PAGE>

<TABLE>
<CAPTION>

                                Position with              Principal Occupation(s)
Name, Address and Age             the Trust               During the Past Five Years
----------------------------------------------------------------------------------------------
<S>                             <C>              <C>

Guilford C. Babcock              Trustee         Associate Professor of Finance, University of
1500 Park Place                                  Southern California; Director, PIMCO
San Marino, California 91108                     Commercial Mortgage Securities Trust, Inc.;
Age 69                                           Trustee, PIMCO 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,
Portland, Oregon 97229                           PIMCO Variable Insurance Trust; Director,
Age 66                                           Public Storage Business Parks, Inc., a Real
                                                 Estate Investment Trust; Director, Fresh
                                                 Choice, Inc. (restaurant company)  Formerly
                                                 charitable work, The Church of Jesus Christ
                                                 of Latter-day Saints.
</TABLE>


                                       48
<PAGE>

<TABLE>
<CAPTION>

                                Position with               Principal Occupation(s)
Name, Address and Age             the Trust                During the Past Five Years
----------------------------------------------------------------------------------------------
<S>                             <C>               <C>

J. Michael Hagan                   Trustee        Private Investor; Director, PIMCO Commercial
6 Merced                                          Mortgage Securities Trust, Inc.; Trustee,
San Clemente, California 92673                    PIMCO Variable Insurance Trust.  Board of
Age 61                                            Directors 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,
Laguna Beach, California 92651                    PIMCO Variable Insurance Trust. Formerly
Age 69                                            Co-Chairman, U.S. Committee to Assist Russian
                                                  Reform; Director, Union Financial Corp.

William J. Popejoy                 Trustee        President, Pacific Capital Investors;
29 Chatham Court                                  Chairman, PacPro (vinyl assembly products;
Newport Beach, California 92660                   formerly Western Printing); Director, PIMCO
Age 62                                            Commercial Mortgage Securities Trust, Inc.;
                                                  Trustee, PIMCO Variable Insurance Trust.
                                                  Formerly Director, California State Lottery;
                                                  Chief Executive Officer, Orange County,
                                                  California.

Michael G. Dow                     Senior Vice    Senior Vice President, PIMCO.  Formerly Fixed
Age 36                             President      Income Specialist, Salomon Brothers, Inc.;
                                                  Vice President Operations, Citibank NA Global
                                                  Consumer Banking Group.

William H. Gross                   Senior Vice    Managing Director, PIMCO; Senior Vice
Age 56                             President      President, PIMCO Variable Insurance Trust.

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

                                       49
<PAGE>

<TABLE>
<CAPTION>

                                Position with                   Principal Occupation(s)
Name, Address and Age             the Trust                   During the Past Five Years
--------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>

Jeffrey M. Sargent               Senior Vice           Senior Vice President and Manager of
Age 37                           President             Investment 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           Senior Vice President, PIMCO.  Formerly Vice
Age 47                           President             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
Age 42                                                 Vice 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.
</TABLE>


                                       50
<PAGE>

<TABLE>
<CAPTION>

                                Position with                    Principal Occupation(s)
Name, Address and Age             the Trust                     During the Past Five Years
------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>

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

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
Age 55                                                   Director, 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,
Age 43                                                   PIMCO Commercial Mortgage Securities Trust,
                                                         Inc., PIMCO Funds: Multi-Manager Series and
                                                         PIMCO Variable Insurance Trust.  Formerly
                                                         Vice President, PIMCO.

Garlin G. Flynn                  Secretary               Specialist, PIMCO; Secretary, PIMCO
Age 54                                                   Commercial 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.
</TABLE>
___________________

                                       51
<PAGE>

     *Each of Mr. Harris and Mr. Burns is an "interested person" of the Trust
(as that term is defined in the 1940 Act) because of his affiliations with
PIMCO.

Compensation Table

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

<TABLE>
<CAPTION>
                                     Aggregate        Total Compensation from
                                   Compensation        Trust and Fund Complex
    Name and Position              from Trust/1/        Paid to Trustees/2/
    -----------------              -------------      -----------------------
<S>                                <C>                <C>
Guilford C. Babcock                    $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.

                                       52
<PAGE>

     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.

/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 Funds 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 $199.3 billion of assets under
management as of June 30, 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

                                       53
<PAGE>

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.

     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 Funds generally are 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 Funds, the Funds' ability to take advantage of market
opportunities, or the Funds' 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 each Fund.

     Under the terms of the Advisory Contract, PIMCO is obligated to manage the
Funds in accordance with applicable laws and regulations. The investment
advisory services of PIMCO to the Trust are not exclusive under the terms of the
Advisory Contract. PIMCO is free to, and does, render investment advisory
services to others. The current Advisory Contract was approved by the Board of
Trustees, including a majority of the Trustees who are not parties to the
Advisory Contract or interested persons of such parties ("Independent
Trustees"), at a meeting held on December 1, 1999, as supplemented from time to
                                                      ------------
time.

                                       54
<PAGE>

     PIMCO is responsible for determining how the assets of the Strategic
Balanced Fund are allocated and reallocated from time to time between the
Underlying Funds.  The Fund does not pay any fees to PIMCO in return for these
services under the Advisory Agreement.  The Fund does, however, indirectly pay a
proportionate share of the advisory fees paid to PIMCO by the Underlying Funds
in which the Fund invests.

     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.

     PIMCO currently receives a monthly investment advisory fee from each Fund
at an annual rate based on average daily net assets of the Funds as follows:

<TABLE>
<CAPTION>
                                                                       Advisory
Fund                                                                   --------
----                                                                   Fee Rate
                                                                       --------
<S>                                                                    <C>
Money Market Fund........................................................0.15%
Short Duration Municipal Income Fund.....................................0.20%
Commercial Mortgage Securities, Convertible, StocksPLUS
  and StocksPLUS Short Strategy Funds....................................0.40%
Emerging Markets Bond Fund...............................................0.45%
All other Funds..........................................................0.25%
</TABLE>

                                       55
<PAGE>

     For the fiscal years ended March 31, 2000, 1999, and 1998, the aggregate
amount of the advisory fees paid by each operational Fund was as follows:

<TABLE>
<CAPTION>
                                                      Year Ended              Year Ended       Year Ended
Fund                                                    3/31/00                 3/31/00          3/31/98
----                                                  -----------            -----------       -----------
<S>                                                   <C>                    <C>               <C>
Money Market Fund                                     $   754,997            $   364,480       $   205,384
Short-Term Fund                                         1,610,960              1,163,042           487,226
Low Duration Fund                                      10,480,477              8,636,635         7,416,427
Low Duration Fund II                                    1,154,518              1,060,930           869,853
Low Duration Fund III                                      69,310                 61,917            32,700
GNMA                                                       10,454                  9,728             5,914
Moderate Duration Fund                                    859,866                685,876           294,466
Real Return Bond Fund                                     286,410                 37,011            18,838
Total Return Fund                                      72,341,826             55,229,968        38,327,843
Total Return Fund II                                    2,997,701              2,107,392         1,145,766
Total Return Fund III                                   1,435,291              1,045,573           701,110
Total Return Mortgage Fund                                 10,026                  9,766             5,679
High Yield Fund                                         8,796,696              6,323,956         3,670,999
Long-Term U.S. Government Fund                            863,294                419,981           117,242
Short Duration Municipal Income Fund                       12,387                    N/A               N/A
Municipal Bond Fund                                       140,711                107,083               N/A
California Intermediate Municipal Bond Fund                 6,312                    N/A               N/A
New York Municipal Fund Bond                                4,402                    N/A               N/A
Global Bond Fund                                          682,166                666,901           642,260
Global Bond Fund II                                       143,465                106,821            50,123
Foreign Bond Fund                                       1,455,350              1,325,590           811,698
Emerging Markets Bond Fund                                 86,725                 19,121            11,365
Strategic Balanced Fund                                   526,900                201,742           117,547
Convertible Fund                                          266,262                    N/A               N/A
StocksPLUS Fund                                         5,710,564              3,432,600         1,919,328
</TABLE>

Fund Administrator


     PIMCO also serves as Administrator to the Funds pursuant to an
administration agreement (the "Administration Agreement") with the Trust. PIMCO
provides the Funds with certain administrative and shareholder services
necessary for Fund operations and is responsible for the supervision of other
Fund service providers.  PIMCO may in turn use the facilities or assistance of
its affiliates to provide certain services under the Administration Agreement,
on terms agreed between PIMCO and such affiliates.  The administrative services
provided by PIMCO include but are not limited to: (1) shareholder servicing
functions, including preparation of shareholder reports and communications, (2)
regulatory compliance, such as reports and filings with the SEC and state
securities commissions, and (3) general supervision of the operations of the
Funds, including coordination of the services performed by the Funds' transfer
agent, custodian, legal counsel, independent accountants, and others.  PIMCO (or
an affiliate of PIMCO) also furnishes the Funds with office space facilities
required for conducting the

                                       56
<PAGE>

business of the Funds, and pays the compensation of those officers, employees
and Trustees of the Trust affiliated with PIMCO. In addition, PIMCO, at its own
expense, arranges for the provision of legal, audit, custody, transfer agency
and other services for the Funds, and is responsible for the costs of
registration of the Trust's shares and the printing of prospectuses and
shareholder reports for current shareholders. PIMCO has contractually agreed to
provide these services, and to bear these expenses, at the following rates for
each Fund (each expressed as a percentage of the Fund's average daily net assets
attributable to its classes of shares on an annual basis):


<TABLE>
<CAPTION>
                                                               Administrative Fee Rate
                                                               -----------------------
                                           Institutional and
                                             Administrative
                                           -----------------     Class A,                        Class J
Fund                                            Class            B and C          Class D*        and K
----                                            -----            -------          --------       -------
<S>                                        <C>                   <C>              <C>            <C>
Money Market                                     0.20%           0.35%            0.45%           0.25%
Short-Term Fund                                  0.20%           0.35%            0.50%           0.25%
Low Duration and Total Return                    0.18%           0.40%            0.50%           0.25%
    Funds
Moderate Duration Fund                           0.20%           0.40%            0.65%           0.25%
Short Duration Municipal Income                  0.19%           0.35%            0.60%           0.25%
Municipal Bond Fund                              0.25%           0.35%            0.60%           0.25%
California Intermediate Municipal                0.24%           0.35%            0.60%           0.25%
 Bond, California Municipal Bond and
 New York Municipal Bond Funds
Global Bond and Global Bond II                    0.30%          0.45%            0.70%           0.30%
    Funds
Foreign Bond Fund                                 0.25%          0.45%            0.70%           0.25%
Emerging Markets Bond Fund                        0.40%          0.55%            0.80%           0.30%
Strategic Balanced Fund                           0.05%          0.40%            0.40%           0.25%
All other Funds                                   0.25%          0.40%            0.65%           0.25%
------------------------------------------------
</TABLE>

*    As described below, the Administration Agreement includes a plan adopted
     under Rule 12b-1 which provides for the payment of up to 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 Funds are responsible for:  (i) salaries and other compensation
of any of the Trust's executive officers and employees who are not officers,
directors, stockholders, or employees of PIMCO or its subsidiaries or
affiliates; (ii) taxes and governmental fees; (iii) brokerage fees and
commissions and other portfolio transaction expenses; (iv) costs of borrowing
money, including interest expenses; (v) fees and expenses of the Trustees who
are not "interested persons" of PIMCO or the Trust, and any counsel retained
exclusively for their benefit; (vi) extraordinary expenses, including costs of
litigation and indemnification expenses; (vii) expenses, such as organizational
expenses, which are capitalized in accordance with generally accepted accounting

                                       57
<PAGE>

principles; and (viii) any expenses allocated or allocable to a specific class
of shares ("Class-specific expenses").

     Class-specific expenses include distribution and service fees payable with
respect to different classes of shares and administrative fees as described
above, and may include certain other expenses as permitted by the Trust's
Amended and Restated Multi-Class Plan adopted pursuant to Rule 18f-3 under the
1940 Act and subject to review and approval by the Trustees.

     The Administration Agreement may be terminated by the Trustees, or by a
vote of a majority of the outstanding voting securities of the Trust, Fund, or
Class as applicable, at any time on 60 days' written notice.  Following the
expiration of the one-year period commencing with the effectiveness of the
Administration Agreement, it may be terminated by PIMCO, also on 60 days'
written notice.

     The Strategic Balanced Fund indirectly pays a proportionate share of the
administrative fees paid to PIMCO by the Underlying Funds in which the Fund
invests.

     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 Funds and their shareholders; (2) the services to be
performed under the Agreement are services required for the operation of the
Funds; (3) PIMCO is able to provide, or to procure, services for the Funds which
are at least equal in nature and quality to services that could be provided by
others; and (4) the fees to be charged pursuant to the Agreement are fair and
reasonable in light of the usual and customary charges made by others for
services of the same nature and quality.

     For the fiscal years ended March 31, 2000, 1999, and 1998, the aggregate
amount of the administrative fees paid by each operational Fund was as follows:


<TABLE>
<CAPTION>
                                                      Year Ended              Year Ended       Year Ended
Fund                                                    3/31/00                 3/31/00          3/31/00
----                                                  -----------            -----------       -----------
<S>                                                   <C>                    <C>               <C>
Money Market Fund                                    $ 1,325,685            $   731,013          $   423,936
Short-Term Fund                                        1,445,630              1,024,794              410,894
Low Duration Fund                                      8,469,311              6,841,437            5,665,996
Low Duration Fund II                                   1,154,518              1,060,930              869,853
Low Duration Fund III                                     69,259                 61,917               32,700
GNMA                                                      10,454                  9,728                5,914
Moderate Duration Fund                                   687,893                548,701              235,572
Real Return Bond Fund                                    333,697                 48,397               21,841
Total Return Fund                                     58,764,667             43,425,035           29,219,721
Total Return Fund II                                   2,997,701              2,107,391            1,145,766
Total Return Fund III                                  1,435,291              1,045,572              701,110
Total Return Mortgage Fund                                10,179                  9,937                5,679
</TABLE>

                                       58
<PAGE>

<TABLE>
<CAPTION>
                                        Year Ended     Year Ended   Year Ended
Fund                                      3/31/00       3/31/00       3/31/00
----                                    -----------   -----------   -----------
<S>                                     <C>           <C>           <C>
High Yield Fund                         10,201,282     7,243,110      4,258,485
Long-Term U.S. Government Fund           1,007,625       508,159        130,444

Short Duration Municipal Income             11,770           N/A            N/A
   Fund
Municipal Bond Fund                        189,404       145,118            N/A
California Intermediate Municipal            6,412           N/A            N/A
   Bond Fund
New York Municipal Bond Fund                 4,234           N/A            N/A
Global Bond Fund                           818,605       800,281        770,719
Global Bond Fund II                        192,384       151,390         87,617
Foreign Bond Fund                        1,668,942     1,454,801        849,691
Emerging Markets Bond Fund                  79,064        18,034         10,526
Strategic Balanced Fund                    353,282       126,263         73,467
Convertible Fund                           172,987           N/A            N/A
StocksPLUS Fund                          4,783,693     2,757,948      1,392,509
</TABLE>

     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 a Fund's average daily net assets attributable to Class D shares purchase
through such firms).  The Administration Agreement includes a plan specific to
Class D shares that has been adopted in conformity with the requirements set
forth under Rule 12b-1 of the 1940 Act to allow for payment of up to 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."

                          DISTRIBUTION OF TRUST SHARES

Distributor and Multi-Class Plan

     PIMCO Funds Distributors LLC (the "Distributor") serves as the principal
underwriter of each class of the Trust's shares pursuant to a distribution
contract ("Distribution Contract") with the Trust which is subject to annual
approval by the Board.  The Distributor is a wholly owned subsidiary of PIMCO
Advisors. The Distributor, located at 2187 Atlantic Street, Stamford,
Connecticut 06902, is a broker-dealer registered with the Securities and
Exchange Commission.  The Distribution Contract is terminable with respect to a
Fund or class without penalty, at any time, by the Fund or class by not more
than 60 days' nor less than 30 days' written notice to the Distributor, or by
the Distributor upon not more than 60 days' nor less than 30 days' written
notice to the Trust.  The Distributor is not obligated to sell any specific
amount of Trust shares.

     The Distribution Contract will continue in effect with respect to each Fund
and each class of shares thereof for successive one-year periods, provided that
each such continuance is

                                       59
<PAGE>

specifically approved (i) by the vote of a majority of the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the Distribution Contract, the
Administration Agreement or the Distribution and/or Servicing Plans described
below; and (ii) by the vote of a majority of the entire Board of Trustees cast
in person at a meeting called for that purpose. If the Distribution Contract is
terminated (or not renewed) with respect to one or more Funds or classes
thereof, it may continue in effect with respect to any class of any Fund as to
which it has not been terminated (or has been renewed).

     The Trust offers eight classes of shares: Class A, Class B, Class C, Class
D, Class J, Class K, the Institutional Class and the Administrative Class.

     Class A, Class B and Class C shares of the Trust are offered through firms
("participating brokers") which are members of the National Association of
Securities Dealers, Inc. ("NASD"), and which have dealer agreements with the
Distributor, or which have agreed to act as introducing brokers for the
Distributor ("introducing brokers").

     Class D shares are generally offered to clients of financial service firms,
such as broker-dealers or registered investment advisors, with which the
Distributor has an agreement for the use of PIMCO Funds: Pacific Investment
Management Series in particular investment products, programs or accounts for
which a fee may be charged.

     Class J and Class K shares are offered only to non-U.S. investors outside
the United States.  Class J and Class K shares are offered through foreign
broker dealers, banks and other financial institutions and are offered to non-
U.S. investors as well as though various non-U.S. investment products, programs
or accounts for which a fee may be charged by investment intermediaries in
addition to those described in the Prospectus and SAI.

     Institutional Class shares are offered primarily for direct investment by
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations, corporations and high net worth individuals.
(Institutional Class shares may also be offered through certain financial
intermediaries that charge their customers transaction or other fees with
respect to the customer's investment in the Funds.)  Administrative Class shares
are offered primarily through employee benefit plans alliances, broker-dealers,
and other intermediaries, and each Fund pays service or distribution fees to
such entities for services they provide to Administrative Class shareholders.

     The Trust has adopted an Amended and Restated Multi-Class Plan ("Multi-
Class Plan") pursuant to Rule 18f-3 under the 1940 Act. Under the Multi-Class
Plan, shares of each class of each Fund represent an 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.

                                       60
<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
particular 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 Trust
(except with respect to the Money Market Fund) are sold pursuant to an initial
sales charge, which declines as the amount of purchase reaches certain defined
levels. For the fiscal years ended March 31, 2000, March 31, 1999 and March 31,
1998, the Distributor received an aggregate of $4,625,293, $6,227,864, and
$2,598,104, respectively, and retained $618,123, $750,751, and $186,443,
respectively, in initial sales charges paid by Class A shareholders of the
Trust.

     As described in the Class A, B and C Prospectus under the caption
"Investment Options (Class A, B and C Shares)," a contingent deferred sales
charge is imposed upon certain redemptions of the Class A, Class B and Class C
shares. No contingent deferred sales charge is currently imposed upon
redemptions of Class D, Institutional Class or Administrative Class shares.
Because contingent deferred sales charges are calculated on a fund-by-fund
basis, shareholders should consider whether to exchange shares of one fund for
shares of another fund prior to redeeming an investment if such an exchange
would reduce the contingent deferred sales charge applicable to such
redemptions.

     During the fiscal years ended March 31, 2000, March 31, 1999 and March 31,
1998, the Distributor received the following aggregate amounts in contingent
deferred sales charges on Class A shares, Class B shares and Class C shares of
the Funds:

<TABLE>
<CAPTION>
                        Year Ended         Year Ended         Year Ended
                         3/31/00            3/31/99             3/31/98
                        ----------         ----------         ----------
<S>                     <C>                <C>                <C>
Class A                  $  337,940         $   37,142          $ 37,724

Class B                   5,822,553          1,653,443           694,715

Class C                   1,077,578            543,223           246,969
</TABLE>


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

                                       61
<PAGE>

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 Trust--Distribution and Servicing (12b-1) Plans," Class A,
Class B and Class C shares of the Trust are continuously offered through
participating brokers which are members of the NASD and which have dealer
agreements with the Distributor, or which have agreed to act as introducing
brokers.

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

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

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

                                       62
<PAGE>

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

     Many of the Distributor's sales and servicing efforts involve the Trust as
a whole, so that fees paid by Class A, Class B or Class C shares of any Fund may
indirectly support sales and servicing efforts relating to the other Funds'
shares of the same class. In reporting its expenses to the Trustees, the
Distributor itemizes expenses that relate to the distribution and/or servicing
of a single Fund's shares, and allocates other expenses among the Funds based on
their relative net assets. Expenses allocated to each Fund are further allocated
among its classes of shares annually based on the relative sales of each class,
except for any expenses that relate only to the sale or servicing of a single
class. The Distributor may make payments to brokers (and with respect to
servicing fees only, to certain banks and other financial intermediaries) of up
to the following percentages annually of the average daily net assets
attributable to shares in the accounts of their customers or clients:

<TABLE>
<CAPTION>

                                    Servicing         Distribution
Class A                              Fee(1)              Fee(1)
-----------------------------------------------------------------------
<S>                                 <C>               <C>
Money Market Fund                   0.10%                  N/A
-----------------------------------------------------------------------
All other Funds                     0.25%                  None

Class B(2)
-----------------------------------------------------------------------
All Funds                           0.25%                  None
</TABLE>


                                       63
<PAGE>

<TABLE>
<S>                                 <C>               <C>
Class C - Shares purchased on or after 7/1/91(3)
-----------------------------------------------------------------------
Money Market Fund                   0.10%                  0.00%
-----------------------------------------------------------------------
Short-Term and Short Duration       0.25%                  0.25%
 Municipal Income Funds
-----------------------------------------------------------------------
Low Duration, Real Return Bond,     0.25%                  0.45%
Municipal Bond, California
Intermediate Municipal Bond,
California Municipal Bond, New
York Municipal Bond and
StocksPLUS Funds
-----------------------------------------------------------------------
All other Funds                     0.25%                  0.65%


Class C - Shares purchased before 7/1/91
-----------------------------------------------------------------------
Money Market Fund                   0.10%                  0.00%
-----------------------------------------------------------------------
All other Funds                     0.25%                  None

</TABLE>

1.   Applies, in part, to Class A, Class B and Class C shares of the Trust
     issued to former shareholders of PIMCO Advisors Funds in connection with
     the reorganizations/mergers of series of PIMCO Advisors Funds as/with Funds
     of the Trust in a transaction which took place on January 17, 1997.
2.   Payable only with respect to shares outstanding for one year or more.
3.   Payable only with respect to shares outstanding for one year or more except
     in the case of shares for which no payment is made to the party at the time
     of sale.

     The Distributor may from time to time pay additional cash bonuses or other
incentives to selected participating brokers in connection with the sale or
servicing of Class A, Class B and Class C shares of the Funds. On some
occasions, such bonuses or incentives may be conditioned upon the sale of a
specified minimum dollar amount of the shares of a Fund and/or all of the Funds
together or a particular class of shares, during a specific period of time. The
Distributor currently expects that such additional bonuses or incentives will
not exceed .50% of the amount of any sale. Pacific Investment Management (in its
capacity as administrator) may also pay participating brokers and other
intermediaries for sub-transfer agency and other services.

     If in any year the Distributor's expenses incurred in connection with the
distribution of Class B and Class C shares and, for Class A, Class B and Class C
shares, in connection with the servicing of shareholders and the maintenance of
shareholder accounts, exceed the distribution and/or servicing fees paid by the
Trust, the Distributor would recover such excess only if the Retail Plan with
respect to such class of shares continues to be in effect in some later year
when the distribution and/or servicing fees exceed the Distributor's expenses.
The Trust is not

                                       64
<PAGE>

obligated to repay any unreimbursed expenses that may exist at such time, if
any, as the relevant Retail Plan terminates.

     Each Retail Plan may be terminated with respect to any Fund to which the
Plan relates by vote of a majority of the Trustees who are not interested
persons of the Trust (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plan or the Distribution
Contract ("Disinterested Trustees") or by vote of a majority of the outstanding
voting securities of the relevant class of that Fund. Any change in any Retail
Plan that would materially increase the cost to the class of shares of any Fund
to which the Plan relates requires approval by the affected class of
shareholders of that Fund. The Trustees review quarterly written reports of such
costs and the purposes for which such costs have been incurred.  Each Retail
Plan may be amended by vote of the Disinterested Trustees cast in person at a
meeting called for the purpose. As long as the Retail Plans are in effect,
selection and nomination of those Trustees who are not interested persons of the
Trust shall be committed to the discretion of such Disinterested Trustees.

     The Retail Plans will continue in effect with respect to each Fund and each
class of shares thereof for successive one-year periods, provided that each such
continuance is specifically approved (i) by the vote of a majority of the
Disinterested Trustees and (ii) by the vote of a majority of the entire Board of
Trustees cast in person at a meeting called for that purpose.

     The Retail Plans went into effect for the Trust in January 1997.  If a
Retail Plan is terminated (or not renewed) with respect to one or more Funds, it
may continue in effect with respect to any class of any Fund as to which it has
not been terminated (or has been renewed).

     The Trustees believe that the Retail Plans will provide benefits to the
Trust. The Trustees believe that the Retail Plans will result in greater sales
and/or fewer redemptions of Trust shares, although it is impossible to know for
certain the level of sales and redemptions of Trust shares that would occur in
the absence of the Retail Plans or under alternative distribution schemes.
Although the Funds' expenses are essentially fixed, the Trustees believe that
the effect of the Retail Plans on sales and/or redemptions may benefit the Trust
by reducing Fund expense ratios and/or by affording greater flexibility to
Portfolio Managers.  From time to time, expenses of the Distributor incurred in
connection with the sale of Class B and Class C shares of the Funds, and in
connection with the servicing of Class B and Class C shareholders of the Funds
and the maintenance of shareholder accounts, may exceed the distribution and
servicing fees collected by the Distributor.  The Trustees consider such
unreimbursed amounts, among other factors, in determining whether to cause the
Funds to continue payments of distribution and servicing fees in the future with
respect to Class B and Class C shares.

Payments Pursuant to Class A Plan

     For the fiscal years ended March 31, 2000, March 31, 1999, and March 31,
1998, the Trust paid the Distributor an aggregate of $6,082,941, $3,158,937, and
$1,180,030, respectively, pursuant to the Distribution and Servicing Plan for
Class A shares, of which the indicated amounts were attributable to the
following Funds:

                                       65
<PAGE>

<TABLE>
<CAPTION>
                                    Year Ended           Year Ended            Year Ended
Fund                                  3/31/00              3/31/99              3/31/98
----                                -----------          ----------             --------
<S>                                 <C>                  <C>                    <C>
Money Market Fund                   $   109,208           $   79,137             $ 38,216
Short-Term Fund                         209,633              123,595               23,033
Low Duration Fund                       566,330              382,868              192,859
Real Return Fund                         25,380                6,053                1,143
Total Return Fund                     4,053,760            1,980,636              679,157
High Yield Fund                         471,207              234,956              121,858
Long-Term U.S. Government Fund           81,888               39,481                8,199
Global Bond Fund II                       6,937               12,179               20,868
Foreign Bond Fund                       107,878               52,053               10,245
Emerging Markets Bond Fund                  587                  498                  316
Municipal Bond Fund                      22,682               14,101                    0
California Intermediate Municipal           795                  N/A                  N/A
   Bond Fund
New York Municipal Bond Fund                 12                  N/A                  N/A
Strategic Balanced Fund                   6,235                  N/A                  N/A
Convertible Fund                          3,505                  N/A                  N/A
StocksPLUS Fund                         416,904              233,380               84,136
</TABLE>

     During the fiscal year ended March 31, 2000, the amounts collected pursuant
to the Distribution and Servicing Plan for Class A shares were used as follows:
sales commissions and other compensation to sales personnel, $4,927,182;
preparing, printing and distributing sales material and advertising (including
preparing, printing and distributing prospectuses to non-shareholders), and
other expenses (including data processing, legal and operations), $1,155,759.
These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:


<TABLE>
<CAPTION>
                                                          Sales Material
                                                             and Other
Fund                                    Compensation         Expenses            Total
----                                    ------------      ---------------        -----
<S>                                     <C>               <C>                 <C>
Money Market Fund                         $  378,361           $ 88,751       $  467,112
Short-Term Fund                              137,380             32,225          169,605
Low Duration Fund                            405,405             95,095          500,500
Real Return Bond Fund                         29,173              6,843           36,016
Total Return Fund                          3,211,487            753,312        3,964,799
High Yield Fund                              304,307             71,381          375,688
Long-Term U.S. Government Fund                70,742             16,594           87,336
Global Bond Fund II                            3,786                888            4,674
Foreign Bond Fund                             89,621             21,022          110,644
Emerging Markets Bond Fund                       521                122              643
Municipal Bond Fund                           14,369              3,371           17,740

California Intermediate Municipal              2,966                696            3,662
</TABLE>

                                       66
<PAGE>

<TABLE>
<CAPTION>
                                                     Sales Material
                                                        and Other
Fund                                Compensation        Expenses           Total
----                                ------------     ---------------       -----
<S>                                 <C>              <C>                   <C>
   Bond Fund
New York Municipal Bond Fund                  17                 4              21
Strategic Balanced Fund                    7,419             1,740           9,159
Convertible Fund                           8,631             2,024          10,655
StocksPLUS Fund                          262,998            61,691         324,688
</TABLE>

Payments Pursuant to Class B Plan


     For the fiscal years ended March 31, 2000, March 31, 1999, and March 31,
1998, the Trust paid the Distributor an aggregate of $14,835,909, $8,169,978,
and $2,884,164, respectively, pursuant to the Distribution and Servicing Plan
for Class B shares, of which the indicated amounts were attributable to the
following Funds:


<TABLE>
<CAPTION>

                                     Year Ended       Year Ended      Year Ended
Fund                                   3/31/00          3/31/99         3/31/98
----                                 ----------       -----------     -----------
<S>                                  <C>              <C>             <C>
Money Market Fund                    $  182,595       $   86,809      $   27,747
Short-Term Fund                          47,772           21,254           7,508
Low Duration Fund                       720,752          433,206          95,153
Real Return Fund                         77,808           28,545           9,701
Total Return Fund                     6,386,543        3,372,168       1,153,121
High Yield Fund                       3,180,767        2,065,488       1,013,423
Long-Term U.S. Government Fund          375,143          229,521          28,337
Global Bond Fund II                      49,328           11,000          42,965
Foreign Bond Fund                       236,078          164,040          58,084
Emerging Markets Bond Fund                8,171            2,953             928
Municipal Bond Fund                      58,146           10,000               0
Strategic Balanced Fund                  65,297              N/A             N/A
Convertible Fund                          6,285              N/A             N/A
StocksPLUS Fund                       3,441,224        1,679,748         447,197
</TABLE>

     During the fiscal year ended March 31, 2000, the amounts collected pursuant
to the Distribution and Servicing Plan for Class B shares were used as follows:
sales commissions and other compensation to sales personnel, $12,017,086;
preparing, printing and distributing sales material and advertising (including
preparing, printing and distributing prospectuses to non-shareholders), and
other expenses (including data processing, legal and operations), $2,818,823.
These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:

                                       67
<PAGE>

<TABLE>
<CAPTION>


                                                              Sales Material
                                                                 and Other
Fund                                     Compensation            Expenses               Total
----                                     ------------         --------------            -----
<S>                                      <C>                  <C>                     <C>
Money Market Fund                          $  200,151           $   46,949            $  247,100
Short-Term Fund                                52,656               12,351                65,008
Low Duration Fund                             572,604              134,315               706,919
Real Return Bond Fund                          89,853               21,077               110,929
Total Return Fund                           5,123,726            1,201,862             6,325,587
High Yield Fund                             2,380,212              558,321             2,938,533
Long-Term U.S. Government Fund                268,408               62,960               331,368
Global Bond Fund II                            35,966                8,436                44,402
Foreign Bond Fund                             191,179               44,845               236,024
Emerging Markets Bond Fund                      9,144                2,145                11,289
Municipal Bond Fund                            41,697                9,781                51,477
Strategic Balanced Fund                        91,192               21,391               112,583
Convertible Fund                               18,685                4,383                23,068
StocksPLUS Fund                             2,941,613              690,008             3,631,621
</TABLE>

Payments Pursuant to Class C Plan

     For the fiscal years ended March 31,2000, March 31, 1999, and March 31,
1998, the Trust paid the Distributor an aggregate of $15,752,921, $11,016,443,
and $7,026,337, respectively, pursuant to the Distribution and Servicing Plan
for Class C shares, of which the indicated amounts were attributable to the
following Funds:

<TABLE>
<CAPTION>

                                        Year Ended        Year Ended       Year Ended
Fund                                     3/31/00           3/31/99          3/31/98
----                                    ----------        ----------       ----------
<S>                                    <C>               <C>               <C>
Money Market Fund                       $   85,213        $   75,541       $   59,070
Short-Term Fund                             96,622            61,224           22,612
Low Duration Fund                          886,691           645,396          461,997
Real Return Fund                            63,886            16,396            4,292
Total Return Fund                        7,576,924         5,309,578        3,510,589
High Yield Fund                          3,820,412         3,098,891        2,415,721
Long-Term U.S. Government Fund             259,510           200,406           26,880
Global Bond Fund II                         57,768            49,000           56,574
Foreign Bond Fund                          302,947           237,914           91,131
Emerging Markets Bond Fund                   2,646             1,972              635
Municipal Bond Fund                        250,017            10,000                0
Strategic Balanced Fund                     67,806               N/A              N/A
Convertible Fund                            23,512               N/A              N/A
StocksPLUS Fund                          2,258,967         1,097,998          376,836
</TABLE>

                                       68
<PAGE>

     During the fiscal year ended March 31, 2000, the amounts collected pursuant
to the Distribution and Servicing Plan for Class C shares were used as follows:
sales commissions and other compensation to sales personnel, $12,759,866;
preparing, printing and distributing sales material and advertising (including
preparing, printing and distributing prospectuses to non-shareholders), and
other expenses (including data processing, legal and operations), $2,993,055.

  These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:

<TABLE>
<CAPTION>
                                                   Sales Material
                                                     and Other
Fund                               Compensation      Expenses           Total
----                               ------------    --------------       -----
<S>                                <C>             <C>               <C>
Money Market Fund                   $  788,447      $  184,944       $  973,391
Short-Term Fund                        139,422          32,704          172,125
Low Duration Fund                      810,628         190,147        1,000,775
Real Return Bond Fund                  126,945          29,777          156,722
Total Return Fund                    5,293,647       1,241,720        6,535,366
High Yield Fund                      2,521,360         591,430        3,112,790
Long-Term U.S. Government Fund         153,569          36,022          189,591
Global Bond Fund II                     38,545           9,041           47,587
Foreign Bond Fund                      221,475          51,951          273,426
Emerging Markets Bond Fund               1,827             429            2,256
Municipal Bond Fund                    211,170          49,534          260,704
Strategic Balanced Fund                 97,035          22,761          119,797
Convertible Fund                        56,910          13,349           70,260
StocksPLUS Fund                      2,298,887         539,245        2,838,133
</TABLE>

     From time to time, expenses of principal underwriters incurred in
connection with the distribution of Class B and Class C shares of the Funds, and
in connection with the servicing of Class A, Class B and Class C shareholders of
the Funds and the maintenance of Class A, Class B and Class C shareholder
accounts, may exceed the distribution and/or servicing fees collected by the
Distributor. Class A, Class B and Class C Distribution and Servicing Plans,
which are similar to the Trust's current Plans, were in effect prior to January
17, 1997 in respect of the series of PAF that was the predecessor of the Global
Bond Fund II.  As of March 31, 2000, such expenses were approximately
$20,809,000 in excess of payments under the Class A Plan, $47,518,000 in excess
of payments under the Class B Plan and $593,000 in excess of payments under the
Class C Plan.

     The allocation of such excess (on a pro rata basis) among the Funds listed
below as of March 31, 2000 was as follows:


<TABLE>
<CAPTION>
Fund                                 Class A                Class B               Class C
----                                 -------                -------               -------
<S>                               <C>                    <C>                    <C>
Money Market Fund                 $ 1,597,934            $   791,438            $ 36,642
Short-Term Fund                       580,198                208,214               6,479
Low Duration Fund                   1,712,148              2,264,193              37,673
Real Return Bond Fund                 123,208                355,295               5,900
</TABLE>

                                       69
<PAGE>

<TABLE>
<CAPTION>
Fund                                     Class A                Class B               Class C
----                                     -------                -------               -------
<S>                                   <C>                    <C>                    <C>
Total Return Fund                      13,563,094             20,260,252             246,016
High Yield Fund                         1,285,182              9,411,841             117,177
Long-Term U.S. Government Fund            298,764              1,061,341               7,137
Global Bond Fund II                        15,988                142,215               1,791
Foreign Bond Fund                         378,498                755,962              10,293
Emerging Markets Bond Fund                  2,200                 36,158                  85
Municipal Bond Fund                        60,685                164,877               9,814
California Intermediate Municipal          12,528                    N/A                 N/A
   Bond Fund
New York Municipal Bond Fund                   71                    N/A                 N/A
Strategic Balanced Fund                    31,332                360,591               4,510
Convertible Fund                           36,450                 73,886               2,645
StocksPLUS Fund                         1,110,719             11,631,737             106,838
</TABLE>

          The allocation of such excess (on a pro rata basis) among the Funds,
calculated as a percentage of net assets of each Fund listed below as of March
31, 2000 was as follows:

<TABLE>
<CAPTION>
Fund                                 Class A              Class B               Class C
----                                 -------              -------               -------
<S>                                  <C>                  <C>                   <C>
Money Market Fund                     0.70%                 3.11%                 0.03%
Short-Term Fund                       0.70                  3.11                  0.03
Low Duration Fund                     0.70                  3.11                  0.03
Total Return Fund                     0.70                  3.11                  0.03
Real Return Fund                      0.70                  3.11                  0.03
High Yield Fund                       0.70                  3.11                  0.03
Long-Term U.S. Government Fund        0.70                  3.11                  0.03
Global Bond Fund II                   0.70                  3.11                  0.03
Foreign Bond Fund                     0.70                  3.11                  0.03
Emerging Markets Bond Fund            0.70                  3.11                  0.03
Municipal Bond Fund                   0.70                  3.11                  0.03
California Intermediate Municipal     0.70                   N/A                   N/A
   Bond Fund
New York Municipal Bond Fund          0.70                   N/A                   N/A
Strategic Balanced Fund               0.70                  3.11                  0.03
Convertible Fund                      0.70                  3.11                  0.03
StocksPLUS Fund                       0.70                  3.11                  0.03
</TABLE>

Distribution and Administrative Services Plans for Administrative Class Shares

     The Trust has adopted an Administrative Services Plan and an Administrative
Distribution Plan (together, the "Administrative Plans") with respect to the
Administrative Class shares of each Fund.

     Under the terms of the Administrative Distribution Plan, the Trust is
permitted to reimburse, out of the assets attributable to the Administrative
Class shares of each Fund, in an amount up to 0.25% on an annual basis of the
average daily net assets of that class, financial

                                       70
<PAGE>

intermediaries for costs and expenses incurred in connection with the
distribution and marketing of Administrative Class shares and/or the provision
of certain shareholder services to its customers that invest in Administrative
Class shares of the Funds. Such services may include, but are not limited to,
the following: providing facilities to answer questions from prospective
investors about a Fund; receiving and answering correspondence, including
requests for prospectuses and statements of additional information; preparing,
printing and delivering prospectuses and shareholder reports to prospective
shareholders; complying with federal and state securities laws pertaining to the
sale of Administrative Class shares; and assisting investors in completing
application forms and selecting dividend and other account options.

     Under the terms of the Administrative Services Plan, the Trust is permitted
to reimburse, out of the assets attributable to the Administrative Class shares
of each Fund, in an amount up to 0.25% on an annual basis of the average daily
net assets of that class, financial intermediaries that provide certain
administrative services for Administrative Class shareholders.  Such services
may include, but are not limited to, the following functions:  receiving,
aggregating and processing shareholder orders; furnishing shareholder sub-
accounting; providing and maintaining elective shareholder services such as
check writing and wire transfer services; providing and maintaining pre-
authorized investment plans; communicating periodically with shareholders;
acting as the sole shareholder of record and nominee for shareholders;
maintaining accounting records for shareholders; answering questions and
handling correspondence from shareholders about their accounts; and performing
similar account administrative services.

     The same entity may be the recipient of fees under both the Administrative
Class Distribution Plan and the Administrative Services Plan, but may not
receive fees under both plans with respect to the same assets.  Fees paid
pursuant to either Plan may be paid for shareholder services and the maintenance
of shareholder accounts, and therefore may constitute "service fees" for
purposes of applicable rules of the National Association of Securities Dealers,
Inc.  Each Plan has been adopted in accordance with the requirements of Rule
12b-1 under the 1940 Act and will be administered in accordance with the
provisions of that rule, except that shareholders will not have the voting
rights set forth in Rule 12b-1 with respect to the Administrative Services Plan
that they will have with respect to the Administrative Distribution Plan.

     Each Administrative Plan provides that it may not be amended to materially
increase the costs which Administrative Class shareholders may bear under the
Plan without the approval of a majority of the outstanding voting securities of
the Administrative Class, and by vote of a majority of both (i) the Trustees of
the Trust and (ii) those Trustees who are not "interested persons" of the Trust
(as defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to it (the "Plan
Trustees"), cast in person at a meeting called for the purpose of voting on the
Plan and any related amendments.

     Each Administrative Plan provides that it may not take effect until
approved by vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Trustees defined above.  The Administrative Class Distribution
Plan further provides that it may not take effect unless approved by the vote of
a majority of the outstanding voting securities of the Administrative Class.

                                       71
<PAGE>

     Each Administrative Plan provides that it shall continue in effect so long
as such continuance is specifically approved at least annually by the Trustees
and the disinterested Trustees defined above.  Each Administrative Plan provides
that any person authorized to direct the disposition of monies paid or payable
by a class pursuant to the Plan or any related agreement shall provide to the
Trustees, and the Board shall review at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.

     Each Administrative Plan is a "reimbursement plan," which means that fees
are payable to the relevant financial intermediary only to the extent necessary
to reimburse expenses incurred pursuant to such plan.  Each Administrative Plan
provides that expenses payable under the Plan may be carried forward for
reimbursement for up to twelve months beyond the date in which the expense is
incurred, subject to the limit that not more that 0.25% of the average daily net
assets of Administrative Class shares may be used in any month to pay expenses
under the Plan.  Each Plan requires that Administrative Class shares incur no
interest or carrying charges.

     Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds.  "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits.  The Trust believes that some, if not
all, of the fees paid pursuant to both Administrative Plans will qualify as
"service fees" and therefore will not be limited by NASD rules.

     Institutional and Administrative Class shares of the Trust may also be
offered through certain brokers and financial intermediaries ("service agents")
that have established a shareholder servicing relationship with the Trust on
behalf of their customers.  The Trust pays no compensation to such entities
other than service fees paid with respect to Administrative Class shares.
Service agents may impose additional or different conditions than the Trust on
the purchase, redemption or exchanges of Trust shares by their customers.
Service agents may also independently establish and charge their customers
transaction fees, account fees and other amounts in connection which purchases,
sales and redemption of Trust shares in addition to any fees charged by the
Trust.  Each service agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions.  Shareholders who are customers
of service agents should consult their service agents for information regarding
these fees and conditions.

Payments Pursuant to the Administrative Plans

     For the fiscal years ended March 31, 2000, March 31, 1999, and March 31,
1998, the Trust paid qualified service providers an aggregate amount of
$8,385,679, $3,691,083, and $850,407, respectively, pursuant to the
Administrative Services Plan and the Administrative Distribution Plan.  Such
payments were allocated among the Funds listed below as follows:

                                       72
<PAGE>

<TABLE>
<CAPTION>
Fund                                     Year Ended          Year Ended          Year Ended
----                                       3/31/00             3/31/99             3/31/98
                                         ----------          ----------          ----------
<S>                                      <C>                 <C>                 <C>
Money Market Fund                        $   22,491          $   10,213            $    716
Short-Term Fund                              15,160              16,719              10,315
Low Duration Fund                           307,872             297,918              72,650
Low Duration Fund II                            528              28,257                  19
Low Duration Fund III                            50                   0                   0
Total Return Fund                         6,890,843           2,826,235             691,950
Total Return Fund II                        125,952             135,827                   0
Total Return Fund III                         8,755               3,586                   0
High Yield Fund                             772,780             336,744              60,079
Long-Term U.S. Government Fund               98,704              15,870               5,340
Municipal Bond Fund                           6,275                 447                   0
California Intermediate Municipal                14                   0                   0
   Bond Fund
Global Bond Fund                              7,261               2,995               8,806
Foreign Bond Fund                            10,669               3,134                 532
Emerging Markets Bond Fund                   22,231                 135                   0
Strategic Balanced Fund                         852                   0                   0
StocksPLUS Fund                              95,242              13,003                   0
</TABLE>

     The remaining Funds did not make payments under either Administrative Plan.

Plan for Class D Shares

     As described under "Management of the Trust-Fund Administrator," the
Funds' Administration Agreement includes a plan (the "Class D Plan") adopted
pursuant to Rule 12b-1 under the 1940 Act which provides for the payment of up
to 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.

     Specifically, the Administration Agreement provides that the Administrator
shall provide in respect of Class D shares (either directly or by procuring
through other entities, including various financial services firms such as
broker-dealers and registered investment advisors ("Service Organizations"))
some or all of the following services and facilities in connection with direct
purchases by shareholders or in connection with products, programs or accounts
offered by such Service Organizations ("Special Class D Services"): (i)
facilities for placing orders directly for the purchase of a Fund's shares and
tendering a Fund's Class D shares for redemption; (ii) advertising with respect
to a Fund's Class D shares; (iii) providing information about the Funds; (iv)
providing facilities to answer questions from prospective investors about the
Funds; (v) receiving and answering correspondence, including requests for
prospectuses and statements of additional information; (vi) preparing, printing
and delivering prospectuses and shareholder reports to prospective shareholders;
(vii) assisting investors in applying to purchase Class D shares and selecting
dividend and other account options; and (viii) shareholder services provided by
a Service Organization that may include, but are not limited to, the following
functions:

                                       73
<PAGE>

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 any Fund shall not exceed the rate of
0.25% per annum of the average daily net assets of such Fund attributable to
Class D shares.

     In accordance with Rule 12b-1 under the 1940 Act, the Class D Plan may not
be amended to increase materially the costs which Class D shareholders may bear
under the Plan without approval of a majority of the outstanding Class D shares,
and by vote of a majority of both (i) the Trustees of the Trust and (ii) those
Trustees ("disinterested Class D Plan Trustees") who are not "interested
persons" of the Trust (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to it, cast in person at a meeting called for the purpose of voting on
the Plan and any related amendments.  The Class D Plan may not take effect until
approved by a vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Class D Plan Trustees.  In addition, the Class D Plan may not
take effect unless it is approved by the vote of a majority of the outstanding
Class D shares and it shall continue in effect so long as such continuance is
specifically approved at least annually by the Trustees and the disinterested
Class D Plan Trustees.

     With respect to the Class D Plan, the Administration Agreement requires the
Administrator to present reports as to out-of-pocket expenditures and internal
expenses allocations of the Administrator and the Distributor at least quarterly
and in a manner that permits the disinterested Class D Plan Trustees to
determine that portion of the Class D administrative fees paid thereunder which
represents reimbursements in respect of Special Class D Services.

     Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds. "Service fees," defined to mean fees paid for providing
shareholder services or the

                                       74
<PAGE>

maintenance of accounts (but not transfer agency services) are not subject to
the limits. The Trust believes that most, if not all, of the fees paid pursuant
to the Class D Plan will qualify as "service fees" and therefore will not be
limited by NASD rules.

Payments Pursuant to Class D Plan

     For the fiscal year ended March 31, 2000 and March 31, 1999, the Trust paid
$263,567 and $48,375, respectively, pursuant to the Class D Plan, of which the
indicated amounts were attributable to the following operational Funds:

<TABLE>

                                                                     Year Ended          Year Ended
Fund                                                                   3/31/00             3/31/99
----                                                                 ----------          -----------
<S>                                                                  <C>                    <C>
Short-Term Fund                                                       $  8,920            $  1,589
Low Duration Fund                                                       22,629               5,733
Real Return Fund                                                        12,683                 323
Total Return Fund                                                      139,747              23,268
Total Return Mortgage Fund                                                 255                 283
High Yield Fund                                                         46,520               5,873
Foreign Bond Fund                                                       24,358               8,973
Short Duration Muni Income Fund                                              4                 N/A
Municipal Bond Fund                                                      1,175                 402
California Intermediate Municipal Bond Fund                                  4                 N/A
New York Municipal Bond Fund                                                 4                 N/A
Strategic Balanced Fund                                                    439                 291
StocksPLUS Fund                                                          6,829               1,640
</TABLE>

Distribution and Servicing Plan for Class J and Class K Shares

     Class J and Class K each has a separate distribution and servicing plan
(the "Class J-K Plans").  Distribution fees paid pursuant to the Class J-K Plans
may only be paid in connection with services provided with respect to Class J
and Class K shares.

     As stated in the Prospectus relating to Class J and Class K shares under
the caption "Service and Distribution Fees," the Distributor pays (i) all or a
portion of the distribution fees it receives from the Trust to participating and
introducing brokers, and (ii) all or a portion of the servicing fees it receives
from the Trust to participating and introducing brokers, certain banks and other
financial intermediaries.

     Each Class J-K Plan may be terminated with respect to any Fund to which the
Class J-K Plan relates by vote of a majority of the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or the
Distribution Contract ("Disinterested Trustees") or by vote of a majority of the
outstanding voting securities of the relevant class of that Fund. Pursuant to
Rule 12b-1, any change in either Class J-K Plan that would materially increase
the cost to the class of shares of any Fund to which the Plan relates requires
approval by the affected class of shareholders of that Fund. The Trustees review
quarterly written reports of such costs and the purposes for which such costs
have been incurred.  Each Class J-K Plan may be amended by vote of the

                                       75
<PAGE>

Disinterested Trustees cast in person at a meeting called for the purpose. As
long as the Class J-K Plans are in effect, selection and nomination of those
Trustees who are not interested persons of the Trust shall be committed to the
discretion of such Disinterested Trustees.

     The Class J-K Plans will continue in effect with respect to each Fund and
each class of shares thereof for successive one-year periods, provided that each
such continuance is specifically approved (i) by the vote of a majority of the
Disinterested Trustees and (ii) by the vote of a majority of the entire Board of
Trustees cast in person at a meeting called for that purpose.

     If a Class J-K Plan is terminated (or not renewed) with respect to one or
more Funds, it may continue in effect with respect to any class of any Fund as
to which it has not been terminated (or has been renewed).

     The Trustees believe that the Class J-K Plans will provide benefits to the
Trust. The Trustees believe that the Class J-K Plans will result in greater
sales and/or fewer redemptions of Trust shares, although it is impossible to
know for certain the level of sales and redemptions of Trust shares that would
occur in the absence of the Class J-K Plans or under alternative distribution
schemes. Although the Funds' expenses are essentially fixed, the Trustees
believe that the effect of the Class J-K Plans on sales and/or redemptions may
benefit the Trust by reducing Fund expense ratios and/or by affording greater
flexibility to Portfolio Managers.  From time to time, expenses of the
Distributor incurred in connection with the sale of Class J and Class K shares
of the Funds, and in connection with the servicing of Class J and Class K
shareholders of the Funds and the maintenance of shareholder accounts, may
exceed the distribution and servicing fees collected by the Distributor.  The
Trustees consider such unreimbursed amounts, among other factors, in determining
whether to cause the Funds to continue payments of distribution and servicing
fees in the future with respect to Class J and Class K shares.

Purchases, Exchanges and Redemptions

     Purchases, exchanges and redemptions of Class A, Class B, Class C and Class
D shares are discussed in the Class A, B and C and Class D Prospectuses under
the headings "How to Buy Shares," "Exchange Privilege," and "How to Redeem," and
that information is incorporated herein by reference.  Purchases, exchanges and
redemptions of Institutional and Administrative Class shares and Class J and
Class K shares are discussed in the Institutional Prospectus under the headings
"Purchase of Shares," "Redemption of Shares," and "Net Asset Value," and in the
Class J and Class K supplement thereto, and that information is incorporated
herein by reference.

     Certain managed account clients of 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 a Fund will be valued in accordance with procedures adopted by
the Board of Trustees.

                                       76
<PAGE>

     Certain shares of the Funds are not qualified or registered for sale in all
states and Class J and Class K shares are not qualified or registered for sale
in the United States.  Prospective investors should inquire as to whether shares
of a particular Fund or class are available for offer and sale in their state of
domicile or residence.  Shares of a Fund may not be offered or sold in any state
unless registered or qualified in that jurisdiction, unless an exemption from
registration or qualification is available.

     Independent financial intermediaries unaffiliated with PIMCO may perform
shareholder servicing functions with respect to certain of their clients whose
assets may be invested in the Funds. These services, normally provided by PIMCO
directly to Trust shareholders, may include the provision of ongoing information
concerning the Funds and their investment performance, responding to shareholder
inquiries, assisting with purchases, redemptions and exchanges of Trust shares,
and other services. PIMCO may pay fees to such entities for the provision of
these services which PIMCO normally would perform, out of PIMCO's own resources.

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

                                       77
<PAGE>

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

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

     The Trust has adopted procedures under which it may make redemptions-in-
kind to shareholders who are affiliated persons of a 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, $2,000 for Class D shares, and $100,000 for
Institutional Class and Administrative Class shares ($10,000 with respect to
Institutional Class and Administrative Class accounts opened before January 1,
1995).  The Prospectuses may set higher minimum account balances for one or more
classes from time to time depending upon the Trust's current policy.  An
investor will be notified that the value of his account is less than the minimum
and allowed at least 30 days to bring the value of the account up to at least
the specified amount before the redemption is processed.  The Declaration of
Trust also authorizes the Trust to redeem shares under certain other
circumstances as may be specified by the Board of Trustees.  The Trust may also
charge periodic account fees for accounts that fall below minimum balances, as
described in the Prospectuses.

                                       78
<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 Funds 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 a 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 Funds 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 relevant Fund and buys and sells such
securities, options and futures for the Trust through a substantial number of
brokers and dealers.  In so doing, 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

                                       79
<PAGE>

financial stability of the broker-dealer involved and the quality of service
rendered by the broker-dealer in other transactions.

     PIMCO places orders for the purchase and sale of portfolio investments for
the Funds' accounts with brokers or dealers selected by it in its discretion. In
effecting purchases and sales of portfolio securities for the account of the
Funds, PIMCO will seek the best price and execution of the Funds' orders. In
doing so, a Fund may pay higher commission rates than the lowest available when
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 a
Fund.  These services, which in some cases may also be purchased for cash,
include such matters as general economic and security market reviews, industry
and company reviews, evaluations of securities and recommendations as to the
purchase and sale of securities.  Some of these services are of value to 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 a Fund is known as "portfolio turnover."
PIMCO manages the Funds 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 some of the
Funds.  Trading in fixed income securities does not generally involve the
payment of brokerage commissions, but does involve indirect transaction costs.
The use of futures contracts may involve the payment of commissions to futures
commission merchants.  High portfolio turnover (e.g., greater than 100%)
involves correspondingly greater expenses to a Fund, including brokerage
commissions or dealer mark-

                                       80
<PAGE>

ups and other transaction costs on the sale of securities and reinvestments in
other securities. The higher the rate of portfolio turnover of a Fund, the
higher these transaction costs borne by the Fund generally will be. Such sales
may result in realization of taxable capital gains (including short-term capital
gains which are generally taxed to shareholders at ordinary income tax rates).

     The portfolio turnover rate of a Fund is calculated by dividing (a) the
lesser of purchases or sales of portfolio securities for the particular fiscal
year by (b) the monthly average of the value of the portfolio securities owned
by the Fund during the particular fiscal year.  In calculating the rate of
portfolio turnover, there is excluded from both (a) and (b) all securities,
including options, whose maturities or expiration dates at the time of
acquisition were one year or less.  Proceeds from short sales and assets used to
cover short positions undertaken are included in the amounts of securities sold
and purchased, respectively, during the year.  Portfolio turnover rates for each
Fund for which financial highlights for at least the past five fiscal years are
provided in the Prospectuses are set forth under "Financial Highlights" in the
applicable Prospectus.

     Because PIMCO does not expect to reallocate the Strategic Balanced Fund's
assets between the Underlying Funds on a frequent basis, the portfolio turnover
rate for the Fund is expected to be modest (i.e., less than 25%) in comparison
to most mutual funds.  However, the Fund indirectly bears the expenses
associated with the portfolio turnover of the Underlying Funds, which may have
high (i.e., greater than 100%) portfolio turnover rates.

                                NET ASSET VALUE

     Net Asset Value is determined as indicated under "How Fund Shares are
Priced" in the Prospectuses.  Net asset value will not be determined on the
following holidays:  New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

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

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

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that obtained in a similar investment company which uses available market
quotations to value all of its portfolio securities.

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

     Each Fund's liabilities are allocated among its classes. The total of such
liabilities allocated to a class plus that class's distribution and/or servicing
fees and any other expenses specially allocated to that class are then deducted
from the class's proportionate interest in the Fund's assets, and the resulting
amount for each class is divided by the number of shares of that class
outstanding to produce the class's "net asset value" per share. Under certain
circumstances, the per share net asset value of the Class B and Class C shares
of the Funds that do not declare regular income dividends on a daily basis may
be lower than the per share net asset value of the Class A shares as a result of
the daily expense accruals of the distribution fee applicable to the Class B and
Class C shares. Generally, for Funds that pay income dividends, those dividends
are expected to differ over time by approximately the amount of the expense
accrual differential between a particular Fund's classes.

                                    TAXATION

     The following summarizes certain additional federal income tax
considerations generally affecting the Funds and their shareholders.  The
discussion is for general information only and does not purport to consider all
aspects of U.S. federal income taxation that might be relevant to beneficial
owners of shares of the Funds.  The discussion is based upon current provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), existing
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all of which are subject to change, which change could
be retroactive.  The discussion applies only to beneficial owners of Fund shares
in whose hands such shares are capital assets within the meaning of Section 1221
of the Code, and may not apply to certain types of beneficial owners of shares
(such as insurance companies, tax exempt organizations, and broker-dealers) who
may be subject to special rules.  Persons who may be subject to tax in more than
one country should consult the provisions of any applicable tax treaty to
determine the potential tax consequences to them.  Prospective investors

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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.

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

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

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     Each Municipal Fund must have at least 50% of its total assets invested in
Municipal Bonds at the end of each calendar quarter so that dividends derived
from its net interest income on Municipal Bonds and so designated by the Fund
will be "exempt-interest dividends," which are generally exempt from federal
income tax when received by an investor.  Certain exempt-interest dividends, as
described in the Class A, B and C Prospectus, may increase alternative minimum
taxable income for purposes of determining a shareholder's liability for the
alternative minimum tax.  In addition, exempt-interest dividends allocable to
interest from certain "private activity bonds" will not be tax exempt for
purposes of the regular income tax to shareholders who are "substantial users"
of the facilities financed by such obligations or "related persons" of
"substantial users."  The tax-exempt portion of dividends paid for a calendar
year constituting "exempt-interest dividends" will be designated after the end
of that year and will be based upon the ratio of net tax-exempt income to total
net income earned by the Fund during the entire year.  That ratio may be
substantially different than the ratio of net tax-exempt income to total net
income earned during a portion of the year.  Thus, an investor who holds shares
for only a part of the year may be allocated more or less tax-exempt interest
dividends than would be the case if the allocation were based on the ratio of
net tax-exempt income to total net income actually earned by the Fund while the
investor was a shareholder.  All or a portion of interest on indebtedness
incurred or continued by a shareholder to purchase or carry shares of a
Municipal Fund will not be deductible by the shareholder.  The portion of
interest that is not deductible is equal to the total interest paid or accrued
on the indebtedness multiplied by the percentage of the Fund's total
distributions (not including distributions of the excess of net long-term
capital gains over net short-term capital losses) paid to the shareholder that
are exempt-interest dividends.  Under rules used by the Internal Revenue Service
for determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though such funds are not
directly traceable to the purchase of shares.

     Shareholders of the Municipal Funds receiving social security or railroad
retirement benefits may be taxed on a portion of those benefits as a result of
receiving tax exempt income (including exempt-interest dividends distributed by
the Fund).  The tax may be imposed on up to 50% of a recipient's benefits in
cases where the sum of the recipient's adjusted gross income (with certain
adjustments, including tax-exempt interest) and 50% of the recipient's benefits,
exceeds a base amount.  In addition, up to 85% of a recipient's benefits may be
subject to tax if the sum of the recipient's adjusted gross income (with certain
adjustments, including tax-exempt interest) and 50% of the recipient's benefits
exceeds a higher base amount.  Shareholders receiving social security or
railroad retirement benefits should consult with their tax advisors.

     In years when a Fund distributes amounts in excess of its earnings and
profits, such distributions may be treated in part as a return of capital.  A
return of capital is not taxable to a shareholder and has the effect of reducing
the shareholder's basis in the shares.  Since certain of the Municipal Funds'
expenses attributable to earning tax-exempt income do not reduce such Fund's
current earnings and profits, it is possible that distributions, if any, in
excess of such Fund's net tax-exempt and taxable income will be treated as
taxable dividends to the extent of such Fund's remaining earnings and profits
(i.e., the amount of such expenses).

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<PAGE>

Distributions

     Except for exempt-interest dividends paid by the Municipal Funds, all
dividends and distributions of a Fund, whether received in shares or cash,
generally are taxable and must be reported on each shareholder's federal income
tax return. Dividends paid out of a Fund's investment company taxable income
will be taxable to a U.S. shareholder as ordinary income.  Distributions
received by tax-exempt shareholders will not be subject to federal income tax to
the extent permitted under the applicable tax exemption.

     A portion of the dividends paid by the StocksPLUS Fund may qualify for the
deduction for dividends received by corporations. Dividends paid by the other
Funds generally are not expected to qualify for the deduction for dividends
received by corporations, although certain distributions from the High Yield
Fund may qualify. Distributions of net capital gains, if any, designated as
capital gain dividends, are taxable as long-term capital gains, regardless of
how long the shareholder has held a Fund's shares and are not eligible for the
dividends received deduction. Any distributions that are not from a Fund's
investment company taxable income or net realized capital gains may be
characterized as a return of capital to shareholders or, in some cases, as
capital gain.  The tax treatment of dividends and distributions will be the same
whether a shareholder reinvests them in additional shares or elects to receive
them in cash.

     The Strategic Balanced Fund will not be able to offset gains realized by
one Fund in which the Fund invests against losses realized by another Fund in
which the Fund invests.  The Fund's use of the fund-of-funds structure could
therefore affect the amount, timing and character of distributions to
shareholders.

Sales of Shares

     Upon the disposition of shares of a Fund (whether by redemption, sale or
exchange), a shareholder will realize a gain or loss.  Such gain or loss will be
capital gain or loss if the shares are capital assets in the shareholder's
hands, and will be long-term or short-term generally depending upon the
shareholder's holding period for the shares.  Any loss realized on a disposition
will be disallowed to the extent the shares disposed of are replaced within a
period of 61 days beginning 30 days before and ending 30 days after the 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.

     Depending on the Strategic Balanced Fund's percentage ownership in an
Underlying Fund both before and after a redemption, the Fund's redemption of
shares of such Underlying Fund may cause the Fund to be treated as not receiving
capital gain income on the amount by which the distribution exceeds the Fund's
tax basis in the shares of the Underlying Fund, but instead to be treated as
receiving a dividend taxable as ordinary income on the full amount of the
distribution.  This could cause shareholders of the Strategic Balanced Fund to
recognize higher amounts of ordinary income than if the shareholders had held
the shares of the Underlying Funds directly.

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<PAGE>

Backup Withholding

     A Fund may be required to withhold 31% of all taxable distributions payable
to shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding.  Backup withholding
is not an additional tax.  Any amounts withheld may be credited against the
shareholder's U.S. federal tax liability.

Options, Futures and Forward Contracts, and Swap Agreements

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

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

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

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

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<PAGE>

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

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

Short Sales

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

Passive Foreign Investment Companies

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

     A Fund may be eligible to elect alternative tax treatment with respect to
PFIC stock.  Under an election that currently is available in some
circumstances, a Fund generally would be required to include in its gross income
its share of the earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year.  If this election were
made, the special rules, discussed above, relating to the taxation of excess
distributions, would not apply.  Alternatively, another election may be
available that would involve marking to market a Fund's PFIC shares at the end
of each taxable year (and on certain other dates prescribed in the Code), with
the result that unrealized gains are treated as though they were realized and
reported as ordinary income. Any mark-to-market losses and any loss from an
actual disposition of PFIC shares would be deductible as ordinary losses to the
extent of any net mark-to-market gains included in income in prior years. If
this election were made, tax at the Fund level under the PFIC rules would
generally be eliminated, but the Fund could, in limited

                                       87
<PAGE>

circumstances, incur nondeductible interest charges. A Fund's intention to
qualify annually as a regulated investment company may limit its elections with
respect to PFIC shares.

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

Foreign Currency Transactions

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

Foreign Taxation

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

     Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his or her total
foreign source taxable income.  For this purpose, if the pass-through election
is made, the source of the Global Bond, Global Bond II, Foreign Bond, or
Emerging Markets Bond Funds' income will flow through to shareholders of the
Trust.  With respect to such Funds, gains from the sale of securities will be
treated as derived

                                       88
<PAGE>

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.

     Although the Strategic Balanced Fund may itself be entitled to a deduction
for such taxes paid by an Underlying Fund in which the Fund invests, the
Strategic Balanced Fund will not be able to pass any such credit or deduction
through to its own shareholders.

Original Issue Discount and Market Discount

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

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

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

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

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Constructive Sales

     Recently enacted rules may affect the timing and character of gain if a
Fund engages in transactions that reduce or eliminate its risk of loss with
respect to appreciated financial positions.  If a Fund enters into certain
transactions in property while holding substantially identical property, the
Fund would be treated as if it had sold and immediately repurchased the property
and would be taxed on any gain (but not loss) from the constructive sale.  The
character of gain from a constructive sale would depend upon the Fund's holding
period in the property.  Loss from a constructive sale would be recognized when
the property was subsequently disposed of, and its character would depend on the
Fund's holding period and the application of various loss deferral provisions of
the Code.

Non-U.S. Shareholders

     Withholding of Income Tax on Dividends:  Under the 1972 Convention and U.S.
federal tax law, dividends paid on shares beneficially held by a person who is a
"foreign person" within the meaning of the Internal Revenue Code of 1986, as
amended, are, in general, subject to withholding of U.S. federal income tax at a
rate of 30% of the gross dividend, which may, in some cases, be reduced by an
applicable tax treaty.  However, if a beneficial holder who is a foreign person
has a permanent establishment in the United States, and the shares held by such
beneficial holder are effectively connected with such permanent establishment
and, in addition, the dividends are effectively connected with the conduct by
the beneficial holder of a trade or business in the United States, the dividend
will be subject to U.S. federal net income taxation at regular income tax rates.
Distributions of long-term net realized capital gains will not be subject to
withholding of U.S. federal income tax.

     Income Tax on Sale of a Fund's shares:  Under U.S. federal tax law, a
beneficial holder of shares who is a foreign person is not, in general, subject
to U.S. federal income tax on gains (and is not allowed a deduction for losses)
realized on the sale of such shares unless (i) the shares in question are
effectively connected with a permanent establishment in the United States of the
beneficial holder and such gain is effectively connected with the conduct of a
trade or business carried on by such holder within the United States or (ii) in
the case of an individual holder, the holder is present in the United States for
a period or periods aggregating 183 days or more during the year of the sale and
certain other conditions are met.

     State and Local Tax:  A beneficial holder of shares who is a foreign person
may be subject to state and local tax in addition to the federal tax on income
referred above.

     Estate and Gift Taxes:  Under existing law, upon the death of a beneficial
holder of shares who is a foreign person, such shares will be deemed to be
property situated within the United States and will be subject to U.S. federal
estate tax.  If at the time of death the deceased holder is a resident of a
foreign country and not a citizen or resident of the United States, such tax
will be imposed at graduated rates from 18% to 55% on the total value (less
allowable deductions and allowable credits) of the decedent's 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.

                                       90
<PAGE>

     The availability of reduced U.S. taxation pursuant to the 1972 Convention
or the applicable estate tax convention depends upon compliance with established
procedures for claiming the benefits thereof and may further, in some
circumstances, depend upon making a satisfactory demonstration to U.S. tax
authorities that a foreign investor qualifies as a foreign person under U.S.
domestic tax law and the 1972 Convention.

Other Taxation

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

                               OTHER INFORMATION

Capitalization

     The Trust is a Massachusetts business trust established under a Declaration
of Trust dated February 19, 1987, 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 a Fund, each shareholder is entitled to receive his pro rata
share of the net assets of that Fund.

     Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust, and requires that notice of the
disclaimer be given in each contract or obligation entered into or executed by
the Trust or the Trustees. The Declaration of Trust also provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable for the obligations of the Trust. The risk of
a shareholder incurring financial loss on account of shareholder liability is
limited to

                                       91
<PAGE>

circumstances in which such disclaimer is inoperative or the Trust itself is
unable to meet its obligations, and thus should be considered remote.

Performance Information

     From time to time the Trust may make available certain information about
the performance of some or all of the classes of shares of some or all of the
Funds. Information about a Fund's performance is based on that Fund's (or its
predecessor's) record to a recent date and is not intended to indicate future
performance.

     The total return of classes of shares of all Funds may be included in
advertisements or other written material. When a Fund's total return is
advertised , it will be calculated for the past year, the past five years, and
the past ten years (or if the Fund has been offered for a period shorter than
one, five or ten years, that period will be substituted) since the establishment
of the Fund (or its predecessor series of PIMCO Advisors Funds for the Global
Bond Fund II), as more fully described below. For periods prior to the initial
offering date of a particular class of shares, total return presentations for
the class will be based on the historical performance of an older class of the
Fund (if any) restated to reflect any different sales charges and/or operating
expenses (such as different administrative fees and/or 12b-1/servicing fee
charges) associated with the newer class.  In certain cases, such a restatement
will result in performance of the newer class which is higher than if the
performance of the older class were not restated to reflect the different
operating expenses of the newer class. In such cases, the Trust's advertisements
will also, to the extent appropriate, show the lower performance figure
reflecting the actual operating expenses incurred by the older class for periods
prior to the initial offering date of the newer class. Total return for each
class is measured by comparing the value of an investment in the Fund at the
beginning of the relevant period to the redemption value of the investment in
the Fund at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions at net asset value). Total return may
be advertised using alternative methods that reflect all elements of return, but
that may be adjusted to reflect the cumulative impact of alternative fee and
expense structures.

     The Funds may also provide current distribution information to its
shareholders in shareholder reports or other shareholder communications, or in
certain types of sales literature provided to prospective investors. Current
distribution information for a particular class of a Fund will be based on
distributions for a specified period (i.e., total dividends from net investment
income), divided by the relevant class net asset value per share on the last day
of the period and annualized. The rate of current distributions does not reflect
deductions for unrealized losses from transactions in derivative instruments
such as options and futures, which may reduce total return. Current distribution
rates differ from standardized yield rates in that they represent what a class
of a Fund has declared and paid to shareholders as of the end of a specified
period rather than the Fund's actual net investment income for that period.

     Performance information is computed separately for each class of a Fund.
The Trust may, from time to time, include the yield and effective yield of the
Money Market Fund, and the yield and total return for each class of shares of
all of the Funds in advertisements or information furnished to shareholders or
prospective investors.  Each Fund may from time to time include in
advertisements the ranking of the Fund's performance figures relative to such
figures for groups

                                       92
<PAGE>

of mutual funds categorized by Lipper Analytical Services as having the same
investment objectives. Information provided to any newspaper or similar listing
of the Fund's net asset values and public offering prices will separately
present each class of shares. The Funds also may compute current distribution
rates and use this information in their prospectuses and statement of additional
information, in reports to current shareholders, or in certain types of sales
literature provided to prospective investors.

Calculation of Yield

     Current yield for the Money Market Fund will be based on the change in the
value of hypothetical investment (exclusive of capital changes) over a
particular 7-day period less a pro-rata share of Fund expenses accrued over that
period (the "base period"), and stated as a percentage of the investment at the
start of the base period (the "base period return").  The base period return is
then annualized by multiplying by 365/7, with the resulting yield figure carried
to at least the nearest hundredth of one percent. "Effective yield" for the
Money Market Fund assumes that all dividends received during an annual period
have been reinvested.  Calculation of "effective yield" begins with the same
"base period return" used in the calculation of yield, which is then annualized
to reflect weekly compounding pursuant to the following formula:

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

     The effective yield of the Money Market Fund for the seven day period ended
March 31, 2000 was as follows:  Institutional Class - 5.69%, Administrative
Class - 5.44%, Class A - 5.58%, Class B - 4.78% and Class C - 5.54%.

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

         YIELD = 2[(a-b + 1)(To the power of 6) - 1]
                    ---
                    cd

  where   a = dividends and interest earned during the period,

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

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

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


     For the one month period ended March 31, 2000, the SEC yield of the Funds
was as follows (all numbers are annualized) (Class J and Class K shares were not
offered during the period listed):

                                       93
<PAGE>

                          SEC 30 Day Yield for Period
                             Ended March 31, 2000
                             --------------------

<TABLE>
<CAPTION>
                                     Institutional     Administrative
Fund                                     Class              Class       Class A   Class B    Class C  Class D
----                                 -------------     --------------   -------   -------    -------  -------
<S>                                  <C>               <C>              <C>       <C>        <C>      <C>
Money Market Fund                         5.76%             5.52%         5.46%     4.64%      5.51%      N/A
Short-Term Fund                           5.96              5.64          5.45      4.82       5.26      5.66%
Low Duration Fund                         6.92              6.67          6.25      5.69       5.94      6.60
Low Duration Fund II                      6.28              6.02           N/A       N/A        N/A       N/A
Low Duration Fund III                     6.75              6.49           N/A       N/A        N/A       N/A
GNMA                                      6.26               N/A           N/A       N/A        N/A       N/A
Moderate Duration Fund                    6.54               N/A           N/A       N/A        N/A       N/A
Real Return Bond Fund                     7.07               N/A          6.47      5.93       6.17      6.65
Total Return Fund                         6.81              6.56          6.05      5.59       5.59      6.49
Total Return Fund II                      6.36              6.11           N/A       N/A        N/A       N/A
Total Return Fund III                     6.83              6.58           N/A       N/A        N/A       N/A
Total Return Mortgage Fund                6.06               N/A           N/A       N/A        N/A      5.65
High Yield Fund                          10.13              9.89          9.28      8.95       8.95      9.73
Long-Term U.S. Government Fund            6.60              6.35          5.93      5.46       5.46       N/A
Short Duration Municipal Income           4.18               N/A           N/A       N/A        N/A      3.77
   Fund
Municipal Bond Fund                       5.34              5.09          4.84      4.25       4.49      4.95
California Intermediate Municipal         4.20              4.27          4.04       N/A        N/A      4.16
   Bond Fund
New York Municipal Bond Fund              4.49               N/A          4.00       N/A        N/A      4.12
Global Bond Fund                          6.09              5.84           N/A       N/A        N/A       N/A
Global Bond Fund II                       6.07               N/A          5.43      4.93       4.93       N/A
Foreign Bond Fund                         5.99              5.74          5.29      4.78       4.79      5.54
Emerging Markets Bond Fund                8.48              8.22          7.71      7.30       7.31       N/A
Strategic Balanced Fund                   5.87              5.62          5.22      4.73       4.72      5.48
Convertible Fund                          1.93               N/A          1.46      0.77       0.77       N/A
StocksPLUS Fund                           5.78              5.52          5.20      4.65       4.88      5.38
</TABLE>

     The yield of each such Fund will vary from time to time depending upon
market conditions, the composition of the Fund's portfolio and operating
expenses of the Trust allocated to the Fund or its classes of shares.  These
factors, possible differences in the methods used in calculating yield (and the
tax exempt status of distributions for the Municipal Funds) should be considered
when comparing a Fund's yield to yields published for other investment companies
and other investment vehicles.  Yield should also be considered relative to
changes in the value of a Fund's various classes of shares.  These yields do not
take into account any applicable contingent deferred sales charges.

     The Municipal Funds may advertise a tax equivalent yield of each class of
its shares, calculated as described above except that, for any given tax
bracket, net investment income of each class will be calculated using as gross
investment income an amount equal to the sum of (i) any taxable income of each
class of the Fund plus (ii) the tax exempt income of each class of the Fund
divided by the difference between 1 and the effective federal income tax rates
for taxpayers in that tax bracket.  For example, taxpayers with the marginal
federal income tax rates indicated in the following table would have to earn the
tax equivalent yields shown in order to realize an after-tax return equal to the
corresponding tax-exempt yield shown.

                                       94
<PAGE>

<TABLE>
<CAPTION>
                                                                            A tax-exempt yield of
Taxable income              Taxable income       Marginal tax        is equivalent to a taxable yield of
Filing Single           Married filing jointly       rate*          3%        4%      5%      6%       7%
--------------          ----------------------   -------------     -----    -----   -----   -----    -----
<S>                     <C>                      <C>               <C>      <C>     <C>     <C>     <C>
$23,350 or less         $39,000 or less                15%         3,53%    4.71%   5.88%   7.06%    8.24%
Over $23,350 but        Over $39,000 but               28%         4.17%    5.56%   6.94%   8.33%    9.72%
 not over $56,550        not over $94,250
Over $56,550 but        Over $94,250 but               31%         4.35%    5.80%   7.25%   8.70%   10.14%
 not over $117,950       not over $143,600
Over $117,950 but       Over $143,600 but              36%         4.69%    6.25%   7.81%   9.38%   10.94%
 not over $256,500       not over $256,500
Over $256,500           Over $256,500                39.6%         4.97%    6.62%   8.28%   9.93%   11.59%
</TABLE>
___________________
*    These marginal tax rates do not take into account the effect of the phase
     out of itemized deductions and personal exemptions.

     As is shown in the above table, the advantage of tax-exempt investing
becomes more advantageous to an investor as his or her marginal tax rate
increases.

     The Trust, in its advertisements, may refer to pending legislation from
time to time and the possible impact of such legislation on investors,
investment strategy and related matters.  This would include any tax proposals
and their effect on marginal tax rates and tax-equivalent yields.  At any time
in the future, yields and total return may be higher or lower than past yields
and there can be no assurance that any historical results will continue.

Calculation of Total Return

     Quotations of average annual total return for a Fund or class will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in the Fund or class over periods of one, five and ten
years (up to the life of the Fund), calculated pursuant to the following
formula: P (1 + T)(To the power of n) = ERV (where P = a hypothetical initial
payment of $1,000, T = the average annual total return, n = the number of years,
and ERV = the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the period). Except as noted below all total return figures
reflect the deduction of a proportional share of Fund or class expenses on an
annual basis, and assume that (i) the maximum sales load (or other charges
deducted from payments) is deducted from the initial $1,000 payment and that the
maximum contingent deferred sales charge, if any, is deducted at the times, in
the amounts, and under the terms disclosed in the Prospectuses and (ii) all
dividends and distributions are reinvested when paid. The Funds also may, with
respect to certain periods of less than one year, provide total return
information for that period that is unannualized. Quotations of total return may
also be shown for other periods. Any such information would be accompanied by
standardized total return information.

     The table below sets forth the average annual total return of each class of
shares of the following Funds for the periods ended March 31, 2000.  For periods
prior to the "Inception Date" of a particular class of a Fund's shares, total
return presentations for the class are based on the historical performance of
Institutional Class shares of the Fund (the oldest class) adjusted, as
necessary, to reflect any current sales charges (including any contingent
deferred sales charges)

                                       95
<PAGE>

associated with the newer class and any different operating expenses associated
with the newer class, such as 12b-1 distribution and servicing fees (which are
not paid by the Institutional Class) and administrative fee charges.

<TABLE>
<CAPTION>

                 Total Return for Periods Ended March 31, 2000*
-------------------------------------------------------------------------------------------------------------
                                                                          Since
                                                                        Inception       Inception   Inception
                                                                         of Fund         Date of     Date of
      Fund            Class**        1 Year    5 Years    10 Years     (Annualized)       Fund        Class
-------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>       <C>        <C>          <C>              <C>         <C>
Money Market       Institutional      5.21%      5.38%        N/A            4.76%      03/01/91    03/01/91
                   Administrative     4.96       5.13                        5.16                   01/24/95
                   Class A            4.92       5.08                        4.93                   01/13/97
                   Class B            3.99       4.20                        4.07                   01/13/97
                   Class C            4.95       5.12                        4.98                   01/13/97
-------------------------------------------------------------------------------------------------------------
Short-Term         Institutional      5.19%      6.69%       5.95%           6.43%      10/07/87    10/07/87
                   Administrative     4.91       6.43        5.69            5.85                   02/01/96
                   Class A            4.76       6.26        5.53            5.42                   01/20/97
                   Class B            4.00       5.51        4.98            4.69                   01/20/97
                   Class C            4.45       5.95        5.22            5.11                   01/20/97
                   Class D            4.87       6.38        5.64            5.05                   04/08/98
-------------------------------------------------------------------------------------------------------------
Low Duration       Institutional      3.56%      6.98%       7.46%           7.05%      05/11/87    05/11/87
                   Administrative     3.30       6.71        7.20            6.91                   12/31/94
                   Class A            3.07       6.48        6.97            5.68                   01/13/97
                   Class B            2.30       5.68        6.41            4.88                   01/13/97
                   Class C            2.55       5.97        6.44            5.17                   01/13/97
                   Class D            3.22       6.64        7.12            4.55                   04/08/98
-------------------------------------------------------------------------------------------------------------
Low Duration II    Institutional      3.28%      6.21%        N/A            5.92%      11/01/91    11/01/91
                   Administrative     3.01       5.94                        4.28                   02/02/98
-------------------------------------------------------------------------------------------------------------
Low Duration III   Institutional      2.98%       N/A         N/A            5.41%      12/31/96    12/31/96
                   Administrative     2.71                                   2.81                   03/19/99
-------------------------------------------------------------------------------------------------------------
GNMA               Institutional      5.61%       N/A         N/A            6.31%      07/31/97    07/31/97
-------------------------------------------------------------------------------------------------------------
Moderate           Institutional      1.86%       N/A         N/A            5.52%      12/31/96    12/31/96
 Duration
-------------------------------------------------------------------------------------------------------------
Real Return Bond   Institutional      8.37%       N/A         N/A            6.17%      01/29/97    01/29/97
                   Class A            7.93                                   5.73                   01/29/97
                   Class B            7.16                                   4.96                   01/29/97
                   Class C            7.40                                   5.20                   01/29/97
                   Class D            7.93                                   6.99                   04/08/98
-------------------------------------------------------------------------------------------------------------
Total Return       Institutional      2.33%      8.00%       9.20%           9.05%      05/11/87    05/11/87
                   Administrative     2.07       7.75        8.94            7.66                   09/07/94
                   Class A            1.85       7.50        8.71            6.47                   01/13/97
                   Class B            1.08       6.71        8.17            5.68                   01/13/97
                   Class C            1.09       6.72        7.92            5.69                   01/13/97
                   Class D            2.00       7.67        8.87            4.40                   04/08/98
-------------------------------------------------------------------------------------------------------------
Total Return II    Institutional      1.46%      1.20%        N/A            7.28%      12/30/91    12/30/91
                   Administrative     7.46       7.19                        7.93                   11/30/94
-------------------------------------------------------------------------------------------------------------
Total Return III   Institutional      0.33%      7.51%        N/A            8.37%      05/01/91    05/01/91
                   Administrative     0.08       7.23                        6.78                   04/11/97
-------------------------------------------------------------------------------------------------------------
Total Return       Institutional      3.91%       N/A         N/A            3.47%      07/31/97    07/31/97
 Mortgage          Class D            3.47        N/A         N/A            4.50                   04/08/98
------------------------------------------------------------------------------------------------------------ -
</TABLE>

                                       96
<PAGE>

<TABLE>
<CAPTION>
                                                                           Since
                                                                         Inception       Inception   Inception
                                                                          of Fund         Date of     Date of
      Fund            Class**        1 Year    5 Years    10 Years      (Annualized)       Fund        Class
--------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>       <C>        <C>           <C>              <C>         <C>
High Yield         Institutional     -0.74%      9.20%        N/A           9.92%        12/16/92    12/16/92
                   Administrative    -0.99       8.96                       9.56                     01/16/95
                   Class A           -1.15       8.79                       5.75                     01/13/97
                   Class B           -1.89       7.99                       4.95                     01/13/97
                   Class C           -1.89       8.00                       4.96                     01/13/97
                   Class D           -1.14       8.80                       1.43                     04/08/98
-------------------------------------------------------------------------------------------------------------
Long-Term U.S.     Institutional      1.26%      9.49%        N/A          10.81%        07/01/91    07/01/91
Government         Administrative     1.01       9.22                       6.36                     09/23/97
                   Class A            0.86       9.08                       7.90                     01/20/97
                   Class B            0.11       8.25                       7.06                     01/20/97
                   Class C            0.11       8.27                       7.09                     01/20/97
-------------------------------------------------------------------------------------------------------------
Short-Duration     Institutional      1.88%       N/A         N/A           3.78%        08/31/99    08/31/99
Municipal          Class D             N/A                                  2.90                     01/31/00
Income
-------------------------------------------------------------------------------------------------------------
Municipal Bond     Institutional     -1.81%       N/A         N/A           2.18%        12/31/97    12/31/97
                   Administrative    -2.07                                 -0.84                     09/30/98
                   Class A           -2.16                                  1.68                     04/01/98
                   Class B           -2.89                                  0.92                     04/01/98
                   Class C           -2.64                                  1.18                     04/01/98
                   Class D           -2.16                                  1.61                     04/08/98
-------------------------------------------------------------------------------------------------------------
California         Institutional       N/A        N/A         N/A           3.16%        08/31/99    08/31/99
Intermediate       Administrative                                           2.94                     09/07/99
Municipal Bond     Class A                                                  3.08                     10/19/99
                   Class D                                                  2.68                     01/31/00
-------------------------------------------------------------------------------------------------------------
New York           Institutional       N/A        N/A         N/A           1.94%        08/31/99    08/31/99
Municipal Bond     Class A                                                  2.30                     10/19/99
                   Class D                                                  2.53                     01/31/00
-------------------------------------------------------------------------------------------------------------
Global Bond        Institutional     -1.81%      5.86%        N/A           6.23%        11/23/93    11/23/93
                   Administrative    -2.05       5.63                       3.57                     08/01/96
-------------------------------------------------------------------------------------------------------------
Foreign Bond       Institutional      1.96%     12.18%        N/A           9.73%        12/03/92    12/03/92
                   Administrative     1.70      11.91                       6.51                     01/28/97
                   Class A            1.50      11.68                       6.10                     01/20/97
                   Class B            0.72      10.87                       5.32                     01/20/97
                   Class C            0.73      10.87                       5.31                     01/20/97
                   Class D            1.51      11.70                       4.01                     04/08/98
-------------------------------------------------------------------------------------------------------------
Emerging           Institutional     27.90%       N/A         N/A          -6.03%        07/31/97    07/31/97
Markets Bond       Administrative    27.60                                 -6.82                     09/30/98
                   Class A           27.39                                 -8.95                     07/31/97
                   Class B           26.43                                 -9.05                     07/31/97
                   Class C           26.49                                 -7.13                     07/31/97
</TABLE>

                                       97
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                           Since
                                                                         Inception       Inception   Inception
                                                                          of Fund         Date of     Date of
      Fund            Class**        1 Year    5 Years    10 Years      (Annualized)       Fund        Class
-------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>       <C>        <C>           <C>              <C>         <C>
Strategic          Institutional     10.05%       N/A         N/A           17.70%       06/28/96    06/28/96
 Balanced Fund     Administrative     9.74                                   7.32                    06/30/99
                   Class A            9.34                                  10.83                    05/28/99
                   Class B            8.61                                  10.13                    05/28/99
                   Class C            8.47                                   9.96                    05/28/99
                   Class D            9.55                                  10.62                    04/08/98
-------------------------------------------------------------------------------------------------------------
Convertible Fund   Institutional     60.66%       N/A         N/A           60.66%       03/31/99    03/31/99
                   Class A           60.33                                  62.15                    05/28/99
                   Class B           58.88                                  60.64                    05/28/99
                   Class C           59.04                                  60.83                    05/28/99
-------------------------------------------------------------------------------------------------------------
StocksPLUS         Institutional     17.82%     26.84%        N/A           22.56%       05/14/93    05/14/93
                   Administrative    17.31      26.39                       24.54                    01/07/97
                   Class A           17.26      26.27                       23.61                    01/20/97
                   Class B           16.40      25.33                       22.69                    01/20/97
                   Class C           16.69      25.66                       22.99                    01/20/97
                   Class D           17.32      26.27                       17.21                    04/08/98
-------------------------------------------------------------------------------------------------------------
</TABLE>

  *  Average annual total return presentations for a particular class of shares
  assume payment of the current maximum sales charge (if any) applicable to that
  class at the time of purchase and assume that the maximum CDSC (if any) for
  Class A, Class B and Class C shares was deducted at the times, in the amounts,
  and under the terms discussed in the Class A, B and C Prospectus.

  **  For all Funds listed above, Class A, Class B, Class C, Class D and
  Administrative Class total return presentations for periods prior to the
  Inception Date of that class reflect the prior performance of Institutional
  Class shares of the Fund (the oldest class) adjusted to reflect the actual
  sales charges (none in the case of Class D and Administrative Class) of the
  newer class.  The adjusted performance also reflects the higher Fund operating
  expenses associated with Class A, Class B, Class C, Class D and Administrative
  Class shares.  These include (i) 12b-1 distribution and servicing fees, which
  are not paid by the Institutional Class but are paid by Class B and Class C
  (at a maximum rate of 1.00% per annum) and Class A and the Administrative
  Class (at a maximum rate of 0.25% per annum), and may be paid by Class D (at a
  maximum of 0.25% per annum), and (ii) administration fee charges associated
  with Class A, Class B and Class C shares (at a maximum differential of 0.22%
  per annum) and Class D shares (at a maximum differential of 0.45% per annum).

     The table below sets forth the average annual total return of certain
classes of shares of the  Global Bond Fund II  (which was a series of PIMCO
Advisors Funds ("PAF") prior to its reorganization as a Fund of the Trust on
January 17, 1997) for the periods ended March 31, 2000.  Accordingly, "Inception
Date of Fund" refers to the inception date of the PAF predecessor series.  Since
Class A shares were offered since the inception of Global Bond Fund II, total
return presentations for periods prior to the Inception Date of the
Institutional Class are based on the historical performance of Class A shares,
adjusted to reflect that the Institutional Class does not have a sales charge,
and the different operating expenses associated with the Institutional Class,
such as 12b-1 distribution and servicing fees and administration fee charges.

                                       98
<PAGE>

                 Total Return for Periods Ended March 31, 2000*
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                          Since
                                                                        Inception       Inception   Inception
                                                                         of Fund         Date of     Date of
      Fund            Class**       1 Year    5 Years    10 Years      (Annualized)       Fund        Class
-------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>       <C>        <C>           <C>              <C>         <C>
Global Bond        Institutional     1.11%       N/A        N/A            8.54%        10/02/95    02/25/98
 II                Class A          -3.83                                  7.03                     10/02/95
                   Class B          -4.81                                  6.97                     10/02/95
                   Class C          -1.00                                  7.29                     10/02/95

-------------------------------------------------------------------------------------------------------------
</TABLE>

  *  Average annual total return presentations for a particular class of shares
  assume payment of the current maximum sales charge (if any) applicable to that
  class at the time of purchase and assume that the maximum CDSC (if any) for
  Class A, Class B and Class C shares was deducted at the times, in the amounts,
  and under the terms discussed in the Class A, B and C Prospectus.

  **  Institutional Class total return presentations for periods prior to the
  Inception Date of that class reflect the prior performance of Class A shares
  of the former PAF series, adjusted to reflect the fact that there are no sales
  charges on Institutional Class shares of the Fund. The adjusted performance
  also reflects any different operating expenses associated with Institutional
  Class shares.  These include (i) 12b-1 distribution and servicing fees, which
  are not paid by the Institutional Class but are paid by Class A (at a maximum
  rate of 0.25% per annum), and (ii) administration fee charges, which are lower
  for Institutional class shares (at a differential of 0.15% per annum).

  Note also that, prior to January 17, 1997, Class A, Class B and Class C shares
  of the Global Bond Fund II were subject to a variable level of expenses for
  such services as legal, audit, custody and transfer agency services. As
  described in the Class A, B and C Prospectus, for periods subsequent to
  January 17, 1997, Class A, Class B and Class C shares of the Trust are subject
  to a fee structure which essentially fixes these expenses (along with other
  administrative expenses) under a single administrative fee based on the
  average daily net assets of the Fund attributable to Class A, Class B and
  Class C shares. Under the current fee structure, the Global Bond Fund II is
  expected to have lower total Fund operating expenses than its predecessor had
  under the fee structure for PAF (prior to January 17, 1997). All other things
  being equal, the higher expenses of PAF would have adversely affected total
  return performance for the Fund after January 17, 1997.

  The method of adjustment used in the table above for periods prior to the
  Inception Date of Institutional Class shares of the Global Bond Fund II
  resulted in performance for the period shown which is higher than if the
  historical Class A performance were not adjusted to reflect the lower
  operating expenses of the newer class.  The following table shows the lower
  performance figures that would be obtained if the performance for the
  Institutional Class was calculated by tacking to the Institutional Class'
  actual performance the actual performance of Class A shares (with their higher
  operating expenses) for periods prior to the initial offering date of the
  newer class (i.e. the total return presentations below are

                                       99
<PAGE>

  based, for periods prior to the inception date of the Institutional Class, on
  the historical performance of Class A shares adjusted to reflect the current
  sales charges associated with Class A shares, but not reflecting lower
                                                    ---
  operating expenses associated with the Institutional Class, such as lower
  administrative fee charges and/or distribution and servicing fee charges).


                 Total Return for Periods Ended March 31, 2000
        (with no adjustment for operating expenses of the Institutional
                 Class for periods prior to its Inception Date)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
                                                            Since Inception
                                                                of Fund
     Fund           Class      1 Year  5 Years   10 Years    (Annualized)
---------------------------------------------------------------------------
<S>             <C>            <C>     <C>       <C>        <C>
Global Bond II  Institutional   1.11%   N/A        N/A           8.33%
---------------------------------------------------------------------------
</TABLE>

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


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

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

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

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

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

     For the month ended March 31, 2000, the current distribution rates
(annualized) for the Funds were as follows (Class J and Class K shares were not
offered during the period listed):

                                      100
<PAGE>

                               Distribution Rate
                               -----------------

<TABLE>
<CAPTION>

                               Institutional  Administrative
                               -------------  --------------
Fund                                Class          Class       Class A  Class B  Class C  Class D
----                                -----          -----       -------  -------  -------  -------
<S>                                 <C>            <C>         <C>      <C>      <C>      <C>
Money Market Fund                   5.61%          5.38%       5.33%    4.53%    5.38%    N/A
Short-Term Fund                     6.32           6.08        5.93     5.19     5.63     6.02%
Low Duration Fund                   7.05           6.80        6.59     5.84     6.09     6.74
Low Duration Fund II                5.92           5.67        N/A      N/A      N/A      N/A
Low Duration Fund III               6.44           6.20        N/A      N/A      N/A      N/A
GNMA                                4.99           N/A         N/A      N/A      N/A      N/A
Moderate Duration Fund              6.45           N/A         N/A      N/A      N/A      N/A
Real Return Bond Fund               7.01           N/A         6.58     5.87     6.11     6.54
Total Return Fund                   6.24           5.99        5.78     5.03     5.03     5.92
Total Return Fund II                6.35           6.10        N/A      N/A      N/A      N/A
Total Return Fund III               6.33           6.09        N/A      N/A      N/A      N/A
Total Return Mortgage Fund          5.95           N/A         N/A      N/A      N/A      5.55
High Yield Fund                     8.75           8.50        8.35     7.59     7.59     8.35
Long-Term U.S. Govt. Fund           6.76           6.51        6.37     5.64     5.63     N/A
Short Duration Municipal Fund       3.98           N/A         N/A      N/A      N/A      N/A
Municipal Bond Fund                 4.86           4.61        4.54     3.79     4.09     4.55
California Intermediate Municipal   4.21           3.89        3.81     N/A      N/A      3.78
   Bond Fund
New York Municipal Bond Fund        4.28           N/A         3.91     N/A      N/A      3.91
Global Bond Fund                    5.71           5.46        N/A      N/A      N/A      N/A
Global Bond Fund II                 6.07           N/A         5.66     4.92     4.92     N/A
Foreign Bond Fund                   5.86           5.61        5.37     4.45     4.50     5.44
Emerging Markets Bond Fund          9.67           9.42        9.05     8.33     8.73     N/A
Strategic Balanced Fund             N/A            N/A         N/A      N/A      N/A      N/A
Convertible Fund                    N/A            N/A         N/A      N/A      N/A      N/A
StocksPLUS Fund                     N/A            N/A         N/A      N/A      N/A      N/A
</TABLE>

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

                                      101
<PAGE>

should be considered in light of the Funds' investment objectives and policies,
characteristics and quality of the Funds, and the market conditions during the
time period indicated, and should not be considered to be representative of what
may be achieved in the future.

     Advertisements and information relating to the Global Bond Fund II may use
data comparing the total returns of the top foreign bond market as compared to
the total return of the U.S. bond market for a particular year. For instance,
the following table sets forth the total return of the top foreign bond market
compared to the total return for the U.S. bond market for the years 1986 through
1999. Performance is shown in U.S. dollar terms, hedged for currency rate
changes and is no way indicative of the performance of the Global Bond Fund II.


<TABLE>
<CAPTION>
                   Top Foreign
Year               Performer                                      U.S.
----               -----------                                    ----
<S>                <C>                  <C>                      <C>
1986               +13.1%               Japan                    +15.7%
1987               +12.8                UK                        +1.9
1988               +15.0                France                    +7.0
1989               +10.0                Canada                   +14.4
1990               +11.0                Australia                 +8.6
1991               +20.0                Australia                +15.3
1992               +10.5                UK                        +7.2
1993               +20.0                Italy                    +11.0
1994                -0.9                Japan                     -3.4
1995               +21.0                Netherlands              +18.3
1996               +18.8                Spain                     +2.7
1997               +13.5                UK                        +9.6
1998               +17.4                UK                        +8.7
1999               +10.4                Japan                     -2.4
</TABLE>

     Source: Salomon Brothers World Government Bond Index 1986-1999.

     The Trust may use, in its advertisements and other information, data
concerning the projected cost of a college education in future years based on
1996/1997 costs of college and an assumed rate of increase for such costs. For
example, the table below sets forth the projected cost of four years of college
at a public college and a private college assuming a steady increase in both
cases of 3% per year. In presenting this information, the Trust is making no
prediction regarding what will be the actual growth rate in the cost of a
college education, which may be greater or less than 3% per year and may vary
significantly from year to year. The Trust makes no representation that an
investment in any of the Funds will grow at or above the rate of growth of the
cost of a college education.

Potential College Cost Table

<TABLE>
<CAPTION>
      Start     Public      Private     Start     Public      Private
      Year      College     College     Year      College     College
      -----     -------     -------     -----     -------     -------
      <S>       <C>         <C>         <C>       <C>         <C>
      1997      $13,015     $57,165     2005      $16,487     $72,415
      1998      $13,406     $58,880     2006      $16,982     $74,587
      1999      $13,808     $60,646     2007      $17,491     $76,825
</TABLE>

                                      102
<PAGE>

<TABLE>
<CAPTION>

      Start     Public      Private     Start     Public      Private
      Year      College     College     Year      College     College
      -----     -------     -------     -----     -------     -------
      <S>       <C>         <C>         <C>       <C>         <C>
      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.

<TABLE>
<CAPTION>

                                                                   Mixed
Year        Stocks        Bonds      T-Bills      Inflation      Portfolio
----        ------        -----      -------      ---------      ---------
<S>          <C>         <C>         <C>           <C>             <C>
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%
</TABLE>


                                      103
<PAGE>

<TABLE>
<CAPTION>

                                                                   Mixed
Year        Stocks        Bonds      T-Bills      Inflation      Portfolio
----        ------        -----      -------      ---------      ---------
<S>          <C>         <C>         <C>           <C>             <C>
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.

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


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

This hypothetical example assumes a fixed 7% return compounded annually and a
guaranteed return of principal. The example is intended to show the benefits of
a long-term, regular investment program, and is in no way representative of any
past or future performance of a PIMCO Fund. There can be no guarantee that you
will be able to find an investment that would

                                      104
<PAGE>

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:


<TABLE>
<CAPTION>

                          % of Income for Individuals
                       Aged 65 Years and Older in 1997*
                       --------------------------------

                                 Social Security
               Year             and Pension Plans             Other
               ----             -----------------             -----
               <S>                     <C>                     <C>
               1997                    43%                     57%
</TABLE>

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

     Articles or reports which include information relating to performance,
rankings and other characteristics of the Funds may appear in various national
publications and services including, but not limited to: The Wall Street
Journal, Barron's, Pensions and Investments, Forbes, Smart Money, Mutual Fund
Magazine, The New York Times, Kiplinger's Personal Finance, Fortune, Money
Magazine, Morningstar's Mutual Fund Values, CDA Investment Technologies and The
Donoghue Organization. Some or all of these publications or reports may publish
their own rankings or performance reviews of mutual funds, including the Funds,
and may provide information relating to 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 Funds.

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

     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 Funds.  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
Funds and relevant benchmark market indexes in a variety of market conditions.
Based on its independent research and analysis, Ibbotson has developed model
portfolios of the Funds and series of

                                      105
<PAGE>

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.  To avoid potential conflicts of interest, the Strategic
Balanced Fund will vote shares of each Underlying Fund which it owns in
proportion to the votes of all other shareholders in the Underlying Fund.

     As of September 18, 2000 the following persons owned of record or
beneficially 5% or more of the noted class of shares of the following Funds:


<TABLE>
<CAPTION>
                                                Shares          Percent
                                             Beneficially         of
                                                 Owned           Class
                                            ------------------------------
<S>                                          <C>                <C>
Money Market Fund

Institutional
Combines Master Retirement Trust Val-Hi     126,364,844.450      58.73%*
5430 LBJ Fwy Suite 1700
Dallas TX 75240-2620
</TABLE>

                                      106
<PAGE>

<TABLE>
<CAPTION>
                                                        Shares                Percent
                                                     Beneficially               of
                                                         Owned                 Class
                                                   ------------------------------------
<S>                                                  <C>                      <C>
Saint John's Hospital and Health Center FDN           24,437,094.690            11.36%
Capital Campaign
PO Box 92956
Chicago IL 60675-2956

Marin Community Foundation                            12,541,930.850             5.83%
C/O Norwest Bank
PO Box 1533
Minneapolis MN 55480-1533

Charles Schwab & Co Inc**                             12,583,328.650             5.85%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Administrative
Maltrust & Co C/O**                                    3,262,013.960            33.59%*
Eastern Bank & Trust
225 Essex St
Salem MA 01970-3728

Cooperative of Puget Sound 403B                        2,141,693.375            22.06%
Group Custodian Account
2390 E Camelback Rd Suite 240
Phoenix AZ 85016-3434

The Trustees of the Aviall Inc                           487,675.830             5.02%
Employees Savings Plan
2055 Diplomat Drive
Dallas TX 75234-8919

Class A

Bear Stearns Securities Corp                           3,102,892.440             6.64%
1 Metrotech Center North
Brooklyn NY 11201-3859
</TABLE>

                                      107
<PAGE>

<TABLE>
<CAPTION>


                                                         Shares                Percent
                                                      Beneficially               of
                                                          Owned                 Class
                                                   ------------------------------------
<S>                                                   <C>                  <C>
Short-Term Fund

Institutional
Charles Schwab & Co Inc**                               9,747,113.699            16.99%
Special Custody Account
Attn: Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Soka University of America                              6,678,454.802            11.64%
Attn Arnold Kawasaki
26800 W. Mulholland Highway
Calabasas CA 91302-1950

National Gallery of Art                                 5,114,865.408             8.91%
4th & Constitution Ave
NW Room 605
Washington DC 20565-0001

Trustees of Columbia University                         4,665,917.964             8.13%
in the City of New York
Office of Investments
475 Riverside Dr Suite 401
New York NY 10115-0499

Denison university                                      4,303,399.034             7.50%
Director of Finance & Budget
PO Box F
Granville OH 43023-0734

Administrative
FTC & Co Attn: Datalynx #083                              155,497.224            33.03%*
PO Box 173736
Denver CO 80217-3736

Donaldson Lufkin & Jenrette Secs**                         60,819.842            12.92%
One Pershing Plaza
Jersey City NJ 07399-0001
</TABLE>

                                      108
<PAGE>

<TABLE>
<CAPTION>
                                                   Shares           Percent
                                                Beneficially          of
                                                   Owned             Class
                                              -------------------------------
<S>                                             <C>                <C>
FTC & Co. Attn:  Datalynx K83                      49,245.291       10.46%
PO Box 173736
Denver, CO  80217-3736

LAN & Co.                                          44,595.044        9.47%
c/o Frost National Bank
PO Box 2479
San Antonio, TX  78298-2479

Lynn R. Prebe Trust                                26,019.853        5.53%
16347 Grenoble Arc
Huntington Beach, CA  92649-1825

Class A
MLPF&S For the Sole Benefit**                   1,114,133.710       13.43%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

DB Alex Brown LLC                                 591,335,343        7.13%
PO Box 1346
Baltimore MD 21203

Dean Witter for the Benefit of                    512,237.628        6.17%
Ronald S Taft TTEE
PO Box 250 Church Street Station
New York NY 10008-0250

Dean Witter for the Benefit of                    472,480.505        5.69%
Ronald S Taft TTEE
PO Box 250 Church Street Station
New York NY 10008-0250

Class B
MLPF&S For the Sole Benefit**                     205,456.933       32.87%*
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484
</TABLE>

                                      109
<PAGE>

<TABLE>
<CAPTION>
                                                    Shares           Percent
                                                  Beneficially         of
                                                     Owned            Class
                                                ------------------------------
<S>                                               <C>               <C>
Donaldson Lufkin & Jenrette Secs**                  68,265.945       10.92%
Securities Corporation Inc
PO Box 2052
Jersey City NJ 07399-0001

Donaldson Lufkin & Jenrette Secs**                  31,289.681        5.00%
Securities Corporation Inc
PO Box 2052
Jersey City NJ 07399-0001

Class C
MLPF&S For the Sole Benefit**                      329,575.798       17.87
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                          497,645.740       91.88%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

Low Duration Fund

Institutional
Charles Schwab & Co Inc**                       44,215,632.642       11.80%
Special Custody Account
Attn: Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

MLTC of America FBO Dupont                      19,202,961.560        5.13%
Savings & Investment Plan
Attn:  Robert Arimenta, Jr.
300 Davidson Avenue

Administrative
FIIOC As Agent for**                             4,837,049.222       34.63%
Certain Employee Benefits Trans
100 Magellan Way KW1C
Covington KY 41015-1987

McClatchy Newspapers Restated                    2,097,250.155       15.02%
Def Comp & Investment Plan
550 Kearny St #600
San Francisco CA 94108-2527
</TABLE>

                                      110
<PAGE>

<TABLE>
<CAPTION>


                                                         Shares                Percent
                                                       Beneficially               of
                                                          Owned                 Class
                                                    ------------------------------------
<S>                                                   <C>                     <C>
National financial Services Corp**                      1,902,690.196            13.62%
For the Exclusive Benefit of Our Customers
1 World Financial Center
200 Liberty Street
New York NY 10281-1003

MAPCO COAL                                              1,311,718.009             9.39%
C/O Bankers Trust
100 Plaza One
Jersey City NJ 07311-3999

UMBSC & Co TEE FBO                                      1,138,715.447             8.15%
Sonnenschein Nath & Rosenthal
PO Box 419260
Kansas City MO 64141-6260

Centurion Trust Co **                                     841,861.554             6.09%
FBO Omnibus/Canturion Cap Mgmt
2425 EB Camelback Road Suite 530
Phoenix AZ 85016

Class A
MLPF&S For the Sole Benefit**                           5,071,629.796            20.48%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Richard J Steinhelper TR                                2,500,325.254            10.09%
Michigan Tooling Association
Benefit Plans Investment Trust
28237 Orchard Lake Road
PO Box 9151
Farmington Hills MI 48333-9151

Class B
MLPF&S For the Sole Benefit**                           1,829,490.317            23.65%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484
</TABLE>

                                      111
<PAGE>

<TABLE>
<CAPTION>
                                                    Shares            Percent
                                                 Beneficially           of
                                                     Owned             Class
                                                -------------------------------
<S>                                             <C>                 <C>
Class C
MLPF&S For the Sole Benefit**                    2,123,894.122         19.05%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                        1,256,403.015         88.58%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

Low Duration Fund II

Institutional
Mac & Co                                        19,456,290.835         27.76%
Attn Mutual Fund Operations
PO Box 3198
Pittsburgh PA 15230-3198

FMTC TTEE for the **                            15,324,084.013         21.87%*
Sprint Retirement Savings Plan
Attn Ms Rhonda Snow
82 Devonshire St - E1GA
Boston MA 02109-3605

M & I Trust Co TTEE FBO                          4,774,536.551          6.81%
Salt Reiver Project NUC Decomm
1000 North Water St 11th Floor
Milwaukee WI 53202-6648

American Bible Society                           3,861,408.339          5.51%
1865 Broadway
New York NY 10023-7503

Associated Electrc & Gas                         3,559,548.657          5.08%
Insurance Services Limited
10 Exchange Pl
Jersey City NJ 07302-3901
</TABLE>

                                      112
<PAGE>

<TABLE>
<CAPTION>
                                                   Shares            Percent
                                                Beneficially           of
                                                   Owned              Class
                                                -------------------------------
<S>                                             <C>                 <C>
Administrative
National Financial Services Corp**                      201.433     100.00%*
for the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty St
New York NY 10281-1003

Low Duration Fund III

Institutional
Sisters of St Joseph                              1,433,569.447      38.32%*
3427 Gull Rd
PO Box 13
Nazareth MI 49074-0013

Loyola Academy Endowment Fund                     1,117,718.705      29.88%*
135 S LaSalle St
PO Box 1443
Chicago Il 60690-1443

Key Trust Co. TTEE FBO                              447,505.075      11.96%
Congregation of Sisters of Saint Agnes
PO Box 94871
Cleveland, OH  44101-4871

National Jewish Medical & Research Center           544,330.197      14.55%
1400 Jackson St
Denver Co 80206-2762

Administrative
Pacific Investment Management Co                       1,084.50     100.00%*
800 Newport Center Dr FL 6
Newport Beach CA 92660-6309

GNMA Fund

Institutional
Pacific Investment Management Co                    402,076.356      50.82%*
800 Newport Center Dr FL 6
Newport Beach CA 92660-6309
</TABLE>

                                      113
<PAGE>

<TABLE>
<CAPTION>
                                                Shares              Percent
                                             Beneficially             of
                                                 Owned               Class
                                            ----------------------------------
<S>                                          <C>                 <C>
Charles Schwab & Co Inc**                         389,132.295        49.18%*
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Moderate Duration Fund

Institutional
Columbus Circle Trust Co SV**                   6,792,901.506        14.06%
1 Station Place Metro Center
Stamfor CT 06902

Northern Trust Bank of Texas                    3,265,855.739         6.76%
Cust John G and Marie Stella Kennedy
Memorial Foundation
PO Box 92956
Chicago IL 60675-2956

Northern Trust Custodian FBO                    2,911,281.032         6.03%
Westlake Health Foundation
PO Box 92956
Chicago IL 60675-2956

Bost & Co.                                      3,111,423.775         6.44%
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198

The Children's Hospital Association             2,435,594.971         5.04%
1056 E. 19th Avenue, #B010
Denver, CO  80218-1088

Wendel & Co.                                    2,655,932.243         5.50%
Bank of New York
P.O. Box 1066 Wall Street Station
New York, NY   10268-1066
</TABLE>

                                      114
<PAGE>

<TABLE>
<CAPTION>
                                                 Shares           Percent
                                              Beneficially          of
                                                 Owned             Class
                                             -------------------------------
<S>                                           <C>                 <C>
Helen F. Whitaker Fund                         2,461,069,427        5.10%
C/O Chase Manhattan Bank
P.O. Box 31412
Rochester, NY   14603-1412

Real Return Bond Fund

Institutional
Charles Schwab & Co Inc**                     15,605,123.246       39.33%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

National Financial Services Corp**             5,752,813.128       14.50%
For Exclusive Benefit of Our Customers
PO Box 3908
Church Street Station
New York NY 10008-3908

Wake Forest University                         3,640,839.371        9.18%
PO Box 7354
Winston Salem NC 27109-7354

Administrative
FTC & Co.                                        692,792.755       57.13%
Attn:  Datalynx #154
P.O. Box 173736
Denver, CO 80217-3736

National Financial Services Corp**               518,772.571       42.78%
for the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty St
New York NY 10281-1003

Class A
MLPF&S For the Sole Benefit**                    667,141.105       18.49%
Of Its Customers
Attn Fund/Admin/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484
</TABLE>

                                      115
<PAGE>

<TABLE>
<CAPTION>

                                                  Shares            Percent
                                               Beneficially           of
                                                  Owned              Class
                                               ------------------------------
<S>                                            <C>                 <C>
LEWCO Securities Corp                             657,553.722        18.22%
34 Exchange Pl FL 4
Jersey City NJ 07302-3885

Soka Grakkail International                       203,569.250         5.64%
606 Wilshire Blvd.
Santa Monica, CA  90401-1502

Class B
MLPF&S For the Sole Benefit**                     662,389.991        30.86%*
Of Its Customers
Attn Fund/Admin/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class C
MLPF&S For the Sole Benefit**                   1,369,212.605        42.27%*
Of Its Customers
Attn Fund/Admin/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                       1,492,147.896        50.85%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

National Investors Services Corp**                193,951.608         6.61%
For Exclusive Benefit of Our Customers
55 Water St FL 32
New York NY 10041-3299

Total Return Fund

Institutional
Charles Schwab & Co Inc**                     201,942,491.859         7.35%
Special Custody Account
Attn: Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122
</TABLE>


                                      116
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Administrative
The Nikko Securities Co LTD                                78,353,088.000            21.04%
Tokyo DIA Bldg No 5
28-23, Shinkawa 1-Chome, Chuo-Ku
Tokyo Japan

National Financial Services Corp**                         74,132,698.808            19.91%
for the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty St
New York NY 10281-1003

FIIOC As Agent For Certain**                               66,602,427.768            17.89%
Employee Benefits Trans
100 Magellan Way KW1C
Covington KY 41015-1987

Manufacturers Life Ins Co (USA)                            30,906,176.309             8.30%
Attn Rosie Chuck Seg Funds/Acct
US SRS Seg Funds/Accounting
200 Floor St East
Toronto ON
Canada M4W 1E5

Total Return

Class A
MLPF&S For the Sole Benefit**                             106,709,654.687            48.24%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL3
Jacksonville FL 32246-6484

Class B
MLPF&S For the Sole Benefit**                              22,664,805.887            32.48%*
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL3
Jacksonville FL 32246-6484
</TABLE>

                                      117
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Class C
MLPF&S For the Sole Benefit**                              20,265,020.675            26.54%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                                  11,737,156.092            88.61%
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

Total Return Fund II

Institutional
Catholic Archbishop of Chicago                             10,641,717.658             6.91%
155 East Superior Street
Chicago IL 60611-2911

Charles Schwab & Co Inc**                                   8,914,656.327             5.79%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Administrative
Security Trust Co as Inv Agent for**                        2,533,118.631            38.91%
Twin City Pipe Trades Supp Retirement Plan
2390 E. Camelback Rd Suite 240
Phoenix AZ 85016-3434

National Financial Services Corp**                          1,016,257.066            15.61%
1 World Financial Center
200 Liberty Street
New York NY 10281-1003

Mellon Bank as Agent/Omnibus**                                620,733.472             9.54%
135 Santilli Highway
Everett MA 02149-1906
</TABLE>


                                      118
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Putnam Fiduciary Trust Co TTEE FBO                            437,139.312             6.72%
The Capital City Press
859 Willard St
Quincy MA 02169-7428

Total Return Fund III

Institutional
Roman Catholic Archbishop of LA                            17,395,575.858            19.36%
Attn Jose A Debasa
3424 Wilshire Blvd
Los Angeles CA 90010-2241

Wendel & Co                                                 7,083,379.293             7.88%
C/O The Bank of New York
Attn Mutual Fund/Reorg Dept
PO Box 1066 Wall St Station
New York NY 10268-1066

Administrative
The Lumpkin Foundation                                      1,133,030.527            94.87%
PO Box 1097
Mattoon IL 61938-1097

Total Return Mortgage Fund
                                                            1,265,964.182            78.22%
Institutional
Charles Schwab & Co Inc**
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Pacific Investment Management Co                              342,636.197            21.17%
800 Newport Center Dr Fl6
Newport Beach CA 92660-6309

Class A
PIMCO Advisors LP                                                1001.918            26.53%*
800 Newport Center Drive, Fl 6
Newport Beach, CA  92660-6309
</TABLE>

                                      119
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Donaldson Lufkin Jenrette Securities Corp. Inc.                 2,774.114            73.46%*
Securities Corp Inc
P.O. Box 2052
Jersey City, NJ 07303-9998

Class B
PIMCO Advisors LP                                               1,001.599           100.00%*
800 Newport Center Drive, F16
Newport Beach, CA  92660-6309

Class C
PIMCO Advisors LP                                               1,001.599           100.00%*
800 Newport Center Drive, F16
Newport Beach, CA  92660-6309

Class D
Charles Schwab & Co Inc**                                      23,647.427            60.71%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

National Investors Services Corp**                              6,472.387            16.61%
For Exclusive Benefit of Our Customers
55 Water St FL 32
New York NY 10041-3299

NFSC                                                            6,231.454            15.99%
CUST IRA ROLLOVER
455 Beverly Street
Robins, IA  52328

FMT Co Cust IRA Rollover                                        2,599.381             6.67%
FBO Keith O Westmoreland
6 Cherry Blossom PL
The Woodlands TX 77381

Investment Grade Corporate Bond Fund

Institutional
PIMCO Advisors LP                                             513,098.270           100.00%*
800 Newport Center Dr Fl 6
Newport Beach CA 92660-6309

</TABLE>


                                      120
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
High Yield Fund

Institutional
Charles Schwab & Co Inc**                                  31,391,406.678            17.39%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Administrative
National Financial Services Corp**                         37,534,210.487            89.93%
for the Exclusive Benefit of our Customers
1 World Financial Center
200 Liberty St
New York NY 10281-1003

FIIOC As Agent for Certain Employee**                       2,525,403.893             6.05%
Benefits Trans
100 Magellan Way KW1C
Covington KY 41015-1987

MLPF&S For the Sole Benefit**                               3,214,165.835            17.80%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class A
MLPF&S For the Sole Benefit of its customers                3,219,928.064            16.83%
Attn: Fund Admin/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class B
MLPF&S For the Sole Benefit**                               6,744,579.531            23.19%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

</TABLE>


                                      121
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Class C
MLPF&S For the Sole Benefit**                               5,038,831.100            15.41%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                                   1,950,805.419            85.72%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

Long-Term U.S. Government Fund

Institutional
Wendel & Co.                                                7,555,003.293            33.94%*
C/O Bank of NY
P.O. Box 1066 Wall Street Station
New York, NY 10268-1066

Chicago Symphony Orchestra                                  3,611,809.258            16.23%
220 South Michigan Ave
Chicago IL 60604-2596

Charles Schwab & Co Inc**                                   1,931,024.917             8.68%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Northern Trust Co FBO                                       1,862,533.827             8.37%
Allianz DC Plan - Master Trust
PO Box 92956
Chicago IL 60675-2956

Wells Fargo Bank MN FBO                                     1,424,879.122             6.40%
Chronicle Publishing Pension Plan
P.O. Box 1533
Minneapolis, MN 55480-1533
</TABLE>

                                      122
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Administrative
FIIOC As Agent for**                                        3,762,955.700          90.74%*
Certain Employee Benefits Trans
100 Magellan Way KW1C
Covington KY 41015-1987

Class A
Advest INC **                                                 482,196.425          10.33%
90 State House Square
Hartford CT 06103

MLPF&S For the Sole Benefit**                                 373,066.167           7.99%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Advest INC **                                                 347,449.010           7.44%
90 State House Square
Hartford CT 06103

Prudential Defined Contribution Plan **                       338,736.705           7.25%
FBO Plan Participants
30 Scranton Office Park
Scranton PA 18507-1755

Advest INC **                                                 281,017.570           6.02%
90 State House Square
Hartford CT 06103

Class B
MLPF&S For the Sole Benefit**                                 997,766.235          28.06%*
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class C
MLPF&S For the Sole Benefit**                                 473,944.766          20.82%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

</TABLE>

                                      123
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Short Duration Municipal Income Fund

Institutional
PIMCO Advisors LP                                           1,092,782.104            83.79%
800 Newport Center Dr. Fl 6
Newport Beach, CA 92660-6309

John L Johnson                                                178,850.855            13.71%
7831 Stanford
Dallas TX 75225-8209

Class D
PIMCO Advisors LP                                               1,022.455           100.00%*
800 Newport Center Dr Fl 6
Newport Beach CA 92660-6309

Municipal Bond Fund

Institutional
Federick Henry Prince 1932 Trust                              652,725.984            53.61%
10 S Wacker Dr Suite 2575
Chicago IL 60606-7407

Mediaone Veba Trust                                           120,724.990             9.92%
Attn: Karen Frame
188 Inverness Dr W FL 7
Englewood CO 80112-5202

Northern Trust Co FBO                                         110,656.935             9.09%
Reliant Energy Incorporated Retirement Plan
PO Box 92923
Chicago IL 60675-2923

Brent R. Harris                                                74,981.752             6.16%
Elizabeth E Harris JT WROS
1 Crest Road East
Rolling Hills CA 90274-5224

Phyllis K. Curtis Trustee of                                   67,329.766             5.53%
The Phyllis k. Curtis Separate Property Trust
14158 NW Bronson Creek Drive
Portland, OR 97229-7060

</TABLE>


                                      124
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Administrative
Marjorie P Bucklew Usufruct                                    41,539.010             9.57%
Elizabeth B Ingrish Naked Ownr
2801 Marye St
Alexandria LA 71301-4927

Joy L. McNeese                                                 27,345.799             6.30%
8438 Porter Ln
Alexandria VA 22308-2142

Annie P. Allen                                                 25,525.602             5.88%
IMPAC
601 E First Street
Belzoni, MS 39038-3405

Class A
MLPF&S For the Sole Benefit**                                 155,421.838            23.13%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Banc of America Securities LLC                                 87,713.411            13.05%
600 Montgomery St
San Francisco CA 94111

DB Alex Brown LLC                                              51,776.576             7.70%
PO Box 1346
Baltimore MD 21203

Anne D Hopper & Duane B Hopper                                 36,279.731             5.39%
TTEES U/A DTD 03/02/99
Anne D Hopper Rev Trust
PO Box 5123
Charlottesville VA 22905-5123

Class B
MLPF&S For the Sole Benefit**                                 100,948.775            19.65%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

</TABLE>

                                      125
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Dain Rauscher Incorporated FBO                                 66,529.644            12.59%
K K Kinsey Trustee
K K Kinsey Rev Intervivos TR
US DTD 04-18-1997
2801 NE 14th St
Fort Lauderdale FL 33304-1680

Class C
MLPF&S For the Sole Benefit**                                 270,093.806             9.32%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**                                      53,203.327            80.79%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122

California Intermediate Municipal Bond Fund

Institutional
Brent R Harris                                              2,568,523.411            39.30%*
Elizabeth E Harris JT WROS
1 Crest Road East
Rolling Hills CA 90274-5224

James Invalid Muzzy & Pamela B Muzzy                        1,017,450.709            15.57%
TTEES U/A 01-10-89
Muzzy family Trust
2546 Riviera Drive
Laguna Beach CA 92651-1029

Charles Schwab & Co Inc**                                   1,117,192.859            17.09%
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

William S. and Nancy E. Thompson                              507,329.116             7.76%
Revocable Trust

</TABLE>

                                      126
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
2431 Riviera Dr
Laguna Beach CA 92651-1013

Salomon Smith Barney, Inc.                                    394,643.953             6.04%
333 West 34th Street, 3rd Floor
New York, NY 10001

Bear Stearns Securities Corp                                  352,038.185             5.39%
1 Metrotech Ctr N
Brooklyn NY 11201-3870

Bear Stearns Securities Corp                                  101,979.112            64.71%*
1 Metrotech Center N
Brooklyn, NY 11201-3870

Bear Stearns Securities Corp                                   15,259.500             9.68%
1 Metrotech Center N
Brooklyn, NY 11201-3870

Bear Stearns Securities Corp                                   10,198.415             6.47%
1 Metrotech Center N
Brooklyn, NY 11201-3870

Bear Stearns Securities Corp                                   10,173.334             6.46%
1 Metrotech Center N
Brooklyn, NY 11201-3870

Bear Stearns Securities Corp                                   10,163.205             6.45%
1 Metrotech Center N
Brooklyn, NY 11201-3870

Bear Stearns Securities Corp                                    9,813.160             6.23%
1 Metrotech Center N
Brooklyn, NY 11201-3870

Class A
Salomon Smith Barney Inc                                    1,187,174.330            39.65%*
333 West 34th St - FL 3
New York NY 10001

</TABLE>

                                      127
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Dean Witter For the Benefit of                              1,315,852.022            43.95%*
William C Powers
PO Box 250 Church Street Station
New York NY 10008-0250

Salomon Smith Barney Inc                                      171,503.195             5.72%
333 West 34th St - FL 3
New York NY 10001

Class D
PIMCO Advisors LP                                               1,035.942            29.89%*
800 Newport Center Dr Fl 6
Newport Beach CA 92660-6309

National Investors Services Corp**                              2,429.543            70.10%*
For Exclusive Benefit of Our Customers
55 Water Street, FL 32
New York, NY  10041-3299

California Municipal Bond Fund

Institutional
William C Powers                                              304,378.674            34.83%
2012 The Strand
Manhattan Beach CA 90266-4559

James F. Muzzy & Pamela B. Muzzy                              304,378.674            34.83%
TTEES U/A 01/10/89
Muzzy Family Trust
2546 Riviera Drive
Laguna Beach CA 92651-1029

Chris P. Dialynas                                             152,189.338            17.42%
2140 Mesa Drive
Newport Beach CA 92660-1709

William S. and Nancy E. Thompson                              101,459.553            11.61%
Revocable Trust
2431 Riviera Drive
Laguna Beach CA 92651-1013

</TABLE>

                                      128
<PAGE>

<TABLE>
<CAPTION>
                                                              Shares               Percent
                                                            Beneficially             of
                                                               Owned                Class
                                                           --------------------------------
<S>                                                        <C>                     <C>
Class A
PIMCO Advisors LP                                                 969.308           100.00%
800 Newport Center Drive, FL 6
Newport Beach, CA 92660-6309

Class D
PIMCO Advisors LP                                                 969.308           100.00%
800 Newport Center Drive, Fl 6
Newport Beach, CA  92660-6309

New York Municipal Bond Fund

Institutional
PIMCO Advisors LP                                             313,205.515           100.00%*
800 Newport Center Dr Fl 6
Newport Beach CA 92660-6309

Class A
PIMCO Advisors LP                                               1,046.112            99.52%
800 Newport Center Dr FL 6
Newport Beach CA 92660-6309

Class D
PIMCO Advisors LP                                               1,045.273           100.00%*
800 Newport Center Dr FL 6
Newport Beach CA 92660-6309

Global Bond Fund

Institutional

Regents of the University of                                5,876,853.596            17.02%
Massachusetts, Inc. - Managed Care
100 Summer Street, Treasury 01-06
Boston, MA   02110-2106

Blue Cross Blue Shield of                                   5,723,504.269            16.58%
Massachusetts Inc - Managed Care
100 Summer St - Treasury 01-06
Boston MA 02110-2106
</TABLE>


                                      129
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Walker Art Center Inc                               4,795,046.724      13.89%
Mr. David M. Galligan - Admin
Director & Treasurer
Vineland Place
Minneapolis MN 55403

Administrative
FIIOC As Agent for**                                  259,211.329      97.01%
Certain Employee Benefits Trans
100 Magellan Way KW1C
Covington KY 41015-1987

Global Bond Fund II

Institutional
Weil Gotshal & Manges                               2,168,401.768      33.74%*
Partners Pension Trust
C/O Citibank Private Bank
120 Broadway 2nd Fl/Zone 2
New York NY 10271-0002

Mac & Co                                            1,814,215.525      28.23%
PO Box 3198
Pittsburgh PA 15230-3198

GMP Employers Retiree Trust                         1,181,666.223      18.39%
PO Box 3198
Pittsburgh PA 15230-3198

Weil Gotshal & Manges                                 596,456.777       9.28%
Employees Pension Trust
C/O Citibank Private Bank
120 Broadway 2nd Fl/Zone 2
New York NY 10271-0002

The American University in Cairo                      321,398.175       5.00%
AUC Endowment
420 5th Ave
New York NY 10018-2729
</TABLE>

                                      130
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Class A
MLPF&S For the Sole Benefit**                          22,057.833      10.55%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Donaldson Lufkin Jenrett**                             14,950.692       7.15%
Securities Corporation Inc
PO Box 2052
Jersey City NJ 07303-9998

OLDE Discount                                          11,029.956       5.27%
751 Griswold Street
Detroit, MI 48226

Raymond James & Assoc Inc.                             10,561.086       5.05%
504 Galen Circle
Ann Arbor, MI  48103

Class B
MLPF&S For the Sole Benefit**                         105,357.242      22.54%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class C
MLPF&S For the Sole Benefit**                          71,162.800      14.50%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Foreign Bond Fund

Institutional
Charles Schwab & Co Inc**                           5,042,668.568      57.48%*
Special Custody Account
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122
</TABLE>

                                      131
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
PFPC FBO LPL Supermarket Program                    2,858,555.592       6.56%
211 S Gulph Rd
King of Prussia PA 19406-3101

Donaldson Lufkin Jennrette**                        2,426,143.099       5.57%
Pershing Division
One Pershing Plaza
PO Box 2052
Jersey City NJ 07303-2052

Resources Trust Co For The Exclusive
Benefit of the Customers of IMS                       139,300.806      23.41%
PO Box 3865
Englewood CO 80155-3865

Administrative
CBNA Custodian FBO Clients of**
Benefit Plans Administrators                          118,530.691      19.92%
1500 Genesee St
Utica NY 13502-5104

National Financial Services Corp**
for the Exclusive Benefit of our Customers             84,716.610      14.24%
1 World Financial Center
200 Liberty St
New York NY 10281-1003

Class A
Advest Inc                                            724,389.231      11.21%
90 State House Square
Hartford CT 06103

Advest Inc                                            505,486.375       7.82%
90 State House Square
Hartford CT 06103

Class B
MLPF&S For the Sole Benefit**                         169,417.687       6.69%
Of Its Customers
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484
</TABLE>

                                      132
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Class D
Charles Schwab & Co Inc**                           1,292,670.213      87.84%*
Special Custody Accounts FBO Customers
101 Montgomery St
San Francisco CA 94104-4122


Emerging Markets Bond Fund

Institutional
IBM Retirement Plan Long Duration II
C/O Chase Manhattan Bank                            2,298,747.725      52.01%*
Global Securities Services
3 Chase Metrotech Center 7th Fl
Brooklyn NY 11245-0001

State Street Bank & Trust FBO
Hallmark Master Trust                                 570,670.003      12.91%
PO Box 1992
Boston MA 02105-1992

Tenet Healthcare (AMI)
C/O State Street Bank & Trust                         557,063.281      12.60%
Master Trust Services Division
PO Box 1992
Boston MA 02105-1992

Charles Schwab & Co Inc**
Special Custody Account                               397,635.178       9.00%
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Arrow & Co**                                          242,718.447       5.49%
PO Box 30010
Durham NC 27702-3010

Wendel & Co
C/O The Bank of New York                              234,333.196       5.30%
Attn Mutual Fund/Reorg Dept
PO Box 1066 Wall St Station
New York NY 10268-1066
</TABLE>

                                      133
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Administrative
Centurion Trust Co**
FBO Omunibus/Centurion Cap Mgmt                     1,279,425.170      99.88%*
2425 EB Camelback Road Suite 530
Phoenix AZ 85016

Class A
BSDT Cust Rollover IRA FBO                              6,774.572      19.29%
LEO William Hoffman
2305 Atkins Road
Petosky MI 49770

Steve M Foulke &                                        5,019.286      14.29%
Maria M Foulke Community Property
1 Altimira
Coto de Caza CA 92679-4901

Painewebber FBO                                         4,362.000      12.42%
Patricia Lopez Hold &
Mark Garcia JTWROS
10066 Garnet Avenue, PMB 606
San Diego, CA  92109-3116

Maria May Faulke TTEE
Maria Michelle May 1992 Trust                           3,272.097       9.41%
FBO Chelsea & Ryan Faulke
1 Altimira
Trabuco Canyon CA 92679

Class B
MLPF&S For the Sole Benefit**
Of Its Customers                                       58,632.434      38.47%*
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Robert W Baird & Co Inc
777 East Wisconsin Ave                                 11,278.763       7.40%
Milwaukee WI 53202-5391
</TABLE>

                                      134
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Donaldson Lufkin Jenrette
Securities Corporation Inc                              8,937.642       5.86%
PO Box 2052
Jersey City NJ 07303-9998

Class C
MLPF&S For the Sole Benefit**
Of Its Customers                                       26,139.164      40.71%*
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Prudential Securities Inc.                             10,867.609      16.92%
60 Altadena Drive
Pittsburgh, PA  15228-1002

CIBC World Markets Corp
PO Box 3484                                             4,176.072       6.50%
Church Street Station
New York NY 10008-3484

First Closing Corp
Patrick J Rowland Marital                               3,838.495       5.97%
3800 W 80th Suite 1000
Bloomington, MN 55431-4425

CIBC World Markets Corp
PO Box 3484                                             3,579.698       5.57%
Church Street Station
New York NY 10008-3484

Raymond James & Assoc Inc
FBO J A Del Santro TTEE UA DTD                          3,489.592       5.43%
3/23/98 J A Del Santro Rev TR
381 Amber Lake Dr
Fairmont MN 56031

Class D
PIMCO Advisors LP                                       1,207.560     100.00%*
800 Newport Center Dr FL6
Newport Beach CA 92660-6309
</TABLE>

                                      135
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Strategic Balanced Fund

Institutional
Carpenters Health & Security Trust of
Western Washington                                  2,383,347.846      57.10%
PO Box 1929
Seattle WA 98111-1929

Dominguez Services Corp
Trusted Pension Fund                                  548,545.388      13.14%
21718 South Alameda St
Long Beach CA 90810-1682

BNY Western Trust Co TTEE FBO
Pacific Life Insurance Co Retirement                  417,358.647      10.00%
Incentive Savins Plan
700 S Flower St FL2
Los Angeles Ca 90017-4101

Norwest Bank MN NA FBO
Music Center Retirement Plan                          323,041.846       7.74%
PO Box 1533
Minneapolis MN 55480-1533

The Northern Trust Co TTEE FBO
Ameron 401K                                           270,203.989       6.47%
PO Box 92956
Chicago IL 60675-2956

Administrative
Norwest Bank MN NA FBO
Affiliated Medical Centers PSP                         33,035.179      73.26%
PO Box 1533
Minneapolis MN 55480-1533

Norwest Bank MN NA FBO
Affiliated Med Center Pension Plan                     12,058.862      26.74%
PO Box 1533
Minneapolis MN 55480-1533
</TABLE>

                                      136
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Class A
Prudential Securities Inc FBO
Prudential Retirement Services                         39,218.330      11.54%
MSSA-ILA Local 1985 401K
PO Box 15040
New Brunswick NJ 08906-5040

BSDT Cust Rollover IRA
FBO Frederick A Otto                                   20,872.980       6.14%
795 Fairway Court
Gaylord MI 49735-9386

A G Edwards & Sons Inc C/F
Roy A Vandermeer IRA Account                           17,740.061       5.22%
2121 Jamieson Ave Unit 2111
Alexandria VA 22314-5717

Class B
MLPF&S For the Sole Benefit**
Of Its Customers                                      138,989.420      16.19%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class C
MLPF&S For the Sole Benefit**
Of Its Customers                                      156,263.339      14.42%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**
Special Custody Accounts FBO Customers                 14,721.503      81.01%*
101 Montgomery St
San Francisco CA 94104-4122

National Investors Services Corp**
For Exclusive Benefit of Our Customers                  3,449.952      18.98%
55 Water St FL 32
New York NY 10041-3299
</TABLE>

                                      137
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Convertible Fund

Institutional
State Street Bank & Trust
FBO Pacific Gas & Electric Co                         686,976.851       7.96%
Retirement Plan Master
1 Enterprise Dr
North Quincy MA 02171-2126

Kamehamelia Activities Association
c/o Bank of New York                                  556,419.420       6.56%
1 Wall Street, 25th Floor
Investor Management Services Group
New York, NY   90286-0001

Administrative
Bear Stearns Securities Corp
1 Metrotech Center North                               27,605.245      97.56%
Brooklyn, NY   11201-3870

Class A
Dean Witter For the Benefit of
American Osteopathic Association                      146,135.887      33.50%*
PO Box 250 Church Street Station
New York NY 10008-0250

MLPF&S For the Sole Benefit**
Of Its Customers                                       45,181.781      10.36%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class B
MLPF&S For the Sole Benefit**
Of Its Customers                                      134,283.852      37.93%*
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Dean Witter*
P O Box 250                                           146,135.887      33.50%*
Church Street Station
New York, NY  10008-0250
</TABLE>

                                      138
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Class C
MLPF&S For the Sole Benefit**
Of Its Customers                                      193,092.089      21.11%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
PIMCO Advisors LP
800 Newport Center Dr FL 6                                638.116     100.00%*
Newport Beach CA 92660-6309

StocksPLUS Fund

Institutional
Charles Schwab & Co Inc**
Special Custody Account                             4,587,051.307      10.54%
Attn Mutual Funds Dept
101 Montgomery St
San Francisco CA 94104-4122

Northern Trust Custodian FBO
Reliastar Financial Acct                            3,707,575.009       8.52%
PO Box 92956
Chicago IL 60675-2956

Dain Rauscher Inc FBO
St Cloud Hospital Memrndm Acct                      3,015,809.317       6.93%
1406 6th Ave N
Saint Cloud MN 56303-1900

Pacific Mutual Life Insurance Co
Employee's Retirement Plan Trust                    2,878,326.594       6.61%
700 Newport Center Dr
Newport Beach CA 92660-6397

Firstar Des Moines TTEE
Iowa Methodist Medical Ctr                          2,568,973.849       5.90%
PO Box 1787
Milwaukee WI 53201-1787
</TABLE>

                                      139
<PAGE>

<TABLE>
<CAPTION>
                                                       Shares          Percent
                                                    Beneficially         of
                                                       Owned            Class
                                                  ------------------------------
<S>                                               <C>                 <C>
Administrative
The Colorado County Officials and
Employees Retirement Association                    2,174,562.860      77.28%*
4949 S Syracuse St Suite 400
Denver Co 80237-2747

Transamerica Life Insurance & Annuity Co (TI)
PO Box 30368                                          187,503.655       6.66%
Los Angeles CA 90030-0368

National Financial Services Corp**
for the Exclusive Benefit of our Customers            148,576.123       5.28%
1 World Financial Center
200 Liberty St
New York NY 10281-1003

Class A
MLPF&S For the Sole Benefit**
Of its Customers                                    1,797,976.597      16.15%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class B
MLPF&S For the Sole Benefit**
Of its Customers                                    4,286,023.398      16.88%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class C
MLPF&S For the Sole Benefit**
Of its Customers                                    2,403,653.116      11.54%
Attn Fund Admn/#97M
4800 Deer Lake Dr E FL 3
Jacksonville FL 32246-6484

Class D
Charles Schwab & Co Inc**
Special Custody Accounts FBO Customers                214,740.584      91.83%*
101 Montgomery St
San Francisco CA 94104-4122
</TABLE>

                                      140
<PAGE>

*  Entity owned 25% or more of the outstanding shares of beneficial interest of
the Fund, and therefore may be presumed to "control" the Funds, as that term is
defined in the 1940 Act.

** Shares are believed to be held only as nominee.

The Reorganization of the PIMCO Money Market and Total Return II Funds

     On November 1, 1995, the Money Market Fund and the PIMCO Managed Bond and
Income Fund, two former series of PIMCO Funds: Equity Advisors Series, were
reorganized as series of the Trust, and were renamed Money Market Fund and Total
Return Fund II, respectively. All information presented for these Funds prior to
this date represents their operational history as series of PIMCO Funds: Equity
Advisors Series. In connection with the Reorganization, the Funds changed their
fiscal year end from October 31 to March 31.

The Reorganization of the PIMCO Global Bond Fund II

     On January 17, 1997, the Global Income Fund, a former series of PIMCO
Advisors Funds, was reorganized as a series of the Trust, and was renamed the
Global Bond Fund II. All information presented for this Fund prior to that date
represents its operational history as a series of PIMCO Advisors Funds. In
connection with the Reorganization, the Fund changed its fiscal year end from
September 30 to March 31.

Code of Ethics

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

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 all Funds. 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

                                      141
<PAGE>

institution; the ability of the institution to perform capably custodial
services for the Trust; the reputation of the institution in its national
market; the political and economic stability of the country in which the
institution is located; and further risks of potential nationalization or
expropriation of Trust assets. The Board of Trustees reviews annually the
continuance of foreign custodial arrangements for the Trust. No assurance can be
given that the Trustees' appraisal of the risks in connection with foreign
custodial arrangements will always be correct or that expropriation,
nationalization, freezes, or confiscation of assets that would impact assets of
the Funds will not occur, and shareholders bear the risk of losses arising from
these or other events.

     National Financial Data Services, 330 W. 9th Street, 4th Floor, Kansas
City, Missouri serves as transfer agent and dividend disbursing agent for the
Institutional Class, Administrative Class, J Class and K Class shares of the
Funds. 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 Funds.

Independent Accountants

     PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105, serves as
independent public accountants for all Funds. PricewaterhouseCoopers LLP
provides audit services, tax return preparation and assistance and consultation
in connection with review of SEC filings. Prior to November 1, 1995, Deloitte &
Touche LLP served as independent accountants for the Money Market and Total
Return II Funds. See "The Reorganization of the PIMCO Money Market and Total
Return II Funds" for additional information.

Counsel

     Dechert Price & Rhoads, 1775 Eye Street, N.W., Washington, D.C. 20006,
passes upon certain legal matters in connection with the shares offered by the
Trust, and also act as counsel to the Trust.

Registration Statement

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

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

Financial Statements

     Financial statements for the Trust as of March 31, 2000 for its fiscal year
then ended, including notes thereto, and the reports of PricewaterhouseCoopers
LLP thereon dated May 23, 2000, are incorporated by reference from the Trust's
2000 Annual Reports. A copy of the Reports delivered with this Statement of
Additional Information should be retained for future reference.

                                      142


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