PIMCO FUNDS
497, 2000-12-13
Previous: E TWOMEDIA COM INC, S-8, EX-23.1, 2000-12-13
Next: PAINEWEBBER PATHFINDERS TRUST TREASURY & GROWTH STK SERS 19, 485BPOS, 2000-12-13



<PAGE>
                    PIMCO Funds Prospectus



                    ------------------------------------------------------------
Pacific             INTERMEDIATE DURATION BOND FUND
Investment
Management          Total Return Fund
Series

December 12, 2000

Share Classes

(Ins) Institutional
(Adm) Administrative

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

<PAGE>

            PIMCO Funds Prospectus

PIMCO       This Prospectus describes the PIMCO Total Return Fund. The Fund
Funds:      provides access to the professional investment advisory services
Pacific     offered by Pacific Investment Management Company LLC ("PIMCO"). As
Investment  of October 31, 2000, PIMCO managed approximately $210.3 billion in
Management  assets.
Series
            This Prospectus explains what you should know about the Fund
December    before you invest. Please read it carefully.
12, 2000
            The Securities and Exchange Commission has not approved or
Share       disapproved these securities, or determined if this Prospectus is
Classes     truthful or complete. Any representation to the contrary is a
Institu-    criminal offense.
tional and
Adminis-
trative

                                                                   Prospectus  1
<PAGE>

         Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summary
           Total Return Fund..............................................   4
         Summary of Principal Risks.......................................   6
         Management of the Fund...........................................   8
         Investment Options...............................................   9
         Purchases, Redemptions and Exchanges.............................  10
         How Fund Shares are Priced.......................................  14
         Fund Distributions...............................................  15
         Tax Consequences.................................................  15
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  16
         Financial Highlights.............................................  26
         Appendix A--Description of Securities Ratings.................... A-1
</TABLE>

2  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            Summary Information

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

<TABLE>
<CAPTION>
                                                                                   Non-U.S.
                                                                                   Dollar
                                                                                   Denominated
                   Main Investments          Duration  Credit Quality(1)           Securities(2)
------------------------------------------------------------------------------------------------
 <C>               <S>                       <C>       <C>                         <C>
 Total Return Fund Intermediate maturity     3-6 years B to Aaa; max 10% below Baa     0-20%
                   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) The percentage limitation relates to non-U.S. dollar-denominated
    securities. The Fund may invest beyond this limit in U.S. dollar-
    denominated securities of foreign issuers.

Fixed       The "Fixed Income Instruments" as used in this prospectus
Income      includes:
Instruments
            . 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 over time. Credit ratings are determined by
            rating organizations, such as Standard & Poor's Ratings Service
            ("S&P") or Moody's Investors Service, Inc. ("Moody's"). The
            following terms are generally used to describe the credit quality
            of debt securities depending on the security's credit rating or,
            if unrated, credit quality as determined by PIMCO:

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

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

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

                                                                   Prospectus  3
<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 prudent    Average Portfolio    Declared daily and
              investment management  Duration             distributed monthly
                                     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 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 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.

4  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                         More Recent Return
                                                         Information
                                                         -----------------------
                                                         1/1/00-9/30/00    7.06%

                        Annual Return                    Highest and Lowest
                                                         Quarter Returns
             '90     '91     '92     '93     '94         (for periods shown in
            ------  ------  ------  ------  ------       the bar chart)
             8.05%  19.55%   9.73%  12.51%  -3.58%       -----------------------
                                                         Highest
             '95     '96     '97     '98     '99         (3rd Qtr. '91)    6.66%
            ------  ------  ------  ------  ------       -----------------------
            19.77%   4.69%  10.16%   9.76%  -0.28%       Lowest
                                                         (1st Qtr. '94)   -2.69%
               Calendar Year End (through 12/31)

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

                                               1 Year       5 Years     10 Years
            --------------------------------------------------------------------
            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%
            --------------------------------------------------------------------

            (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)

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

            (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.

            Share Class           Year 1      Year 3       Year 5      Year 10
            --------------------------------------------------------------------
            Institutional         $55         $173         $302        $677
            --------------------------------------------------------------------
            Administrative         81          252          439         978
            --------------------------------------------------------------------

                                                                   Prospectus  5
<PAGE>


            Summary of Principal Risks

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

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

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

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

Issuer      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, possibly preventing the Fund from selling such
            illiquid securities at an advantageous time or price. Investing in
            foreign securities, derivatives or securities with substantial
            market and/or credit risk will tend to increase liquidity risk.

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 Fund may use
            are referenced under "Characteristics and Risks of Securities and
            Investment Techniques--Derivatives" in this prospectus and
            described in more detail under "Investment Objectives and
            Policies" in the Statement of Additional Information. The Fund may
            sometimes use derivatives as part of a strategy designed to reduce
            exposure to other risks, such as interest rate or currency risk.
            The Fund may also use derivatives for leverage, in which case
            their use would involve leveraging risk. The Fund's use of
            derivative instruments involves risks different from,

6 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            or greater than, the risks associated with investing directly in
            securities and other traditional investments. Derivatives are
            subject to a number of risks described elsewhere in this section,
            such as liquidity risk, interest rate risk, market risk, credit
            risk and management risk. They also involve the risk of mispricing
            or improper valuation and the risk that changes in the value of
            the derivative may not correlate perfectly with the underlying
            asset, rate or index. If the Fund invests in a derivative
            instrument it could lose more than the principal amount invested.
            Also, suitable derivative transactions may not be available in all
            circumstances and there can be no assurance that the Fund will
            engage in these transactions to reduce exposure to other risks
            when that would be beneficial.

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

Foreign     When the Fund invests in foreign securities, it may experience
(Non-       more rapid and extreme changes in value than if it invested
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 the Fund's investments in a
            foreign country. In the event of nationalization, expropriation or
            other confiscation, the Fund could lose its entire investment in
            foreign securities. Adverse conditions in a certain region can
            adversely affect securities of other countries whose economies
            appear to be unrelated. To the extent that the Fund invests a
            significant portion of its assets in a concentrated geographic
            area like Eastern Europe or Asia, the Fund will generally have
            more exposure to regional economic risks associated with foreign
            investments.

Currency    When the Fund invests directly in foreign currencies or in
Risk        securities that trade in, and receive revenues in, foreign
            currencies, it is subject to the risk that those currencies will
            decline in value relative to the U.S. Dollar, or, in the case of
            hedging positions, that the U.S. Dollar will decline in value
            relative to the currency being hedged. Currency rates in foreign
            countries may fluctuate significantly over short periods of time
            for a number of reasons, including changes in interest rates,
            intervention (or the failure to intervene) by U.S. or foreign
            governments, central banks or supranational entities such as the
            International Monetary Fund, or by the imposition of currency
            controls or other political developments in the U.S. or abroad.

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 the Fund to liquidate portfolio positions when
            it may not be advantageous to do so to satisfy its obligations or
            to meet segregation requirements. Leverage, including borrowing,
            will cause the Fund to be more volatile than if the Fund had not
            been leveraged. This is because leverage tends to exaggerate the
            effect of any increase or decrease in the value of the Fund's
            portfolio securities.

                                                                   Prospectus  7
<PAGE>


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

            Management of the Fund

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

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            October 31, 2000, PIMCO had approximately $210.3 billion in assets
            under management.

Advisory    The Fund pays PIMCO a fee in return for providing investment
Fees        advisory services. For the fiscal year ended March 31, 2000, the
            Fund paid monthly advisory fees to PIMCO at the annual rate
            (stated as a percentage of the average daily net assets of the
            Fund) of 0.25%.

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

             For the fiscal year ended March 31, 2000, the Fund paid PIMCO
            monthly administrative fees at the following annual rate (stated
            as a percentage of the average daily net assets attributable in
            the aggregate to the Fund's Institutional and Administrative Class
            shares) of 0.18%.

Individual  The following person has primary responsibility for managing the
Portfolio   Fund.
Manager
            Portfolio
            Manager           Since  Recent Professional Experience
            --------------------------------------------------------------------
            William H. Gross  5/87*  Managing Director, Chief Investment Officer
                                     and a founding partner of PIMCO.
            ___________
            * Since inception of the Fund.

Distributor The Fund'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.

8 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            Investment Options--
            Institutional Class and Administrative Class Shares

            The Fund offers investors Institutional Class and Administrative
            Class shares in this prospectus.

             The Fund 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 Fund has adopted an Administrative Services Plan for
            the Administrative Class shares. It has also adopted a
            Distribution Plan for the Administrative Class shares. 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 Fund 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
            Fund as their funding medium and for related expenses.

             In combination, the Plans permit the 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 the 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 Fund may be offered through
            certain brokers and financial intermediaries ("service agents")
            that have established a shareholder servicing relationship with
            the Fund on behalf of their customers. The Fund 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 Fund 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 Fund. 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  9
<PAGE>

            Purchases, Redemptions and Exchanges

Purchasing  Investors may purchase Institutional Class and Administrative
Shares      Class shares of the Fund 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 Fund.

             Administrative Class shares are offered primarily through
            employee benefit plan alliances, broker-dealers and other
            intermediaries, and the 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 the Fund and will not require the 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.

             The Fund 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 Fund'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 Fund 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 Fund 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 Fund 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.

10  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 Fund'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 Fund
            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 Fund on behalf of
            their customers.

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

             . Other Purchase Information. Purchases of the 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 Fund and the Distributor each reserves the right, in its sole
            discretion, to suspend the offering of shares of the Fund 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 Fund.

             An investor should invest in the Fund for long-term investment
            purposes only. The Fund 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 Fund
            are not qualified or registered for sale in all states. Investors
            should inquire as to whether shares of the Fund are available for
            offer and sale in the investor's state of residence. Shares of the
            Fund 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 Fund, an investor may purchase
            shares of the 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 Fund'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 the 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 Fund reserves the right to amend or
            terminate this practice at any time.

             . Retirement Plans. Shares of the Fund 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 the 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 plan administrator,

                                                                  Prospectus  11
<PAGE>

            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 Fund'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 Fund 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
            Fund 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 Fund 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 Fund 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.

12  PIMCO Funds: Pacific Investment Management Series
<PAGE>


             . Timing of Redemption Requests and Share Price Calculations. A
            redemption request received by the Fund 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 Fund 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
            Fund 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 Fund to dispose of its securities
            or to determine fairly the value of its net assets, or during any
            other period as permitted by the Securities and Exchange
            Commission for the protection of investors. Under these and other
            unusual circumstances, the Fund 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 Fund'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 Fund 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 Fund agrees to redeem shares of the Fund solely in cash up to
            the lesser of $250,000 or 1% of the Fund's net assets during any
            90-day period for any one shareholder. In consideration of the
            best interests of the remaining shareholders, the Fund 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
            the 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 the 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 the Fund for shares
            of the same class of a series of PIMCO Funds: Multi-Manager
            Series, an affiliated mutual fund family composed primarily of
            equity portfolios managed by PIMCO

                                                                  Prospectus  13
<PAGE>

            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 Fund.

             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 Fund reserves the right to refuse exchange purchases if, in
            the judgment of PIMCO, the purchase would adversely affect the
            Fund and its shareholders. In particular, a pattern of exchanges
            characteristic of "market-timing" strategies may be deemed by
            PIMCO to be detrimental to the Fund. Currently, the Fund limits
            the number of "round trip" exchanges investors may make. An
            investor makes a "round trip" exchange when the investor purchases
            shares of the Fund, subsequently exchanges those shares for shares
            of a different PIMCO Fund, and then exchanges back into the Fund.
            The Fund has the right to refuse any exchange for any investor who
            completes (by making the exchange back into the shares of the
            Fund) more than six round trip exchanges in any twelve-month
            period. The Fund 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 the Fund's Institutional and
            Administrative Class shares is determined by dividing the total
            value of the Fund's portfolio investments and other assets
            attributable to that class, less any liabilities, by the total
            number of shares outstanding of that class.

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

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

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

14  PIMCO Funds: Pacific Investment Management Series
<PAGE>


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

             Under certain circumstances, the per share NAV of the
            Administrative Class shares of the Fund 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, if the Fund pays
            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

            The Fund distributes substantially all of its net investment
            income to shareholders in the form of dividends. You begin earning
            dividends on Fund shares the day after the Trust receives your
            purchase payment. Dividends paid by the Fund with respect to each
            class of shares are calculated in the same manner and at the same
            time, but dividends on 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 Fund intends to declare income dividends daily to
            shareholders of record and distribute them monthly.

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

             The 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.


            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 Fund. 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 the 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 the Fund prior to the
            shareholder's investment and thus were included in the price paid
            for the shares. For

                                                                  Prospectus  15
<PAGE>

            example, a shareholder who purchases shares on or just before the
            record date of the 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 the Fund for
            shares of another series, the transaction will be treated as a
            sale of the Fund shares for these purposes, and any gain on those
            shares will generally be subject to federal income tax.

            Characteristics and Risks of
            Securities and Investment Techniques

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

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

             In selecting securities for the Fund, PIMCO develops an outlook
            for interest rates, currency exchange rates and the economy;
            analyzes credit and call risks, and uses other security selection
            techniques. The proportion of the Fund's assets committed to
            investment in securities with particular characteristics (such as
            quality, sector, interest rate or maturity) varies based on
            PIMCO's outlook for the U.S. economy 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 shift assets
            among sectors depending upon changes in relative valuations and
            credit spreads. There is no guarantee that PIMCO's security
            selection techniques will produce the desired results.

U.S.        U.S. Government Securities are obligations of, or guaranteed by,
Government  the U.S. Government, its agencies or 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

16  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            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 Fund may invest include municipal lease
            obligations. The Fund may also invest in securities issued by
            entities whose underlying assets are municipal bonds.

Mortgage-   The Fund may invest all of its assets in mortgage- or other asset-
Related     backed securities. Mortgage-related securities include mortgage
and Other   pass-through securities, collateralized mortgage obligations
Asset-      ("CMOs"), commercial mortgage-backed securities, mortgage dollar
Backed      rolls, CMO residuals, stripped mortgage-backed securities
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 the Fund to a lower rate of return upon reinvestment of
            principal. When interest rates rise, the value of a mortgage-
            related security generally will decline; however, when interest
            rates are declining, the value of mortgage-related securities with
            prepayment features may not increase as much as other fixed income
            securities. The rate of prepayments on underlying mortgages will
            affect the price and volatility of a mortgage-related security,
            and may shorten or extend the effective maturity of the security
            beyond what was anticipated at the time of purchase. If
            unanticipated rates of prepayment on underlying mortgages increase
            the effective maturity of a mortgage-related security, the
            volatility of the security can be expected to increase. The value
            of these securities may fluctuate in response to the market's
            perception of the creditworthiness of the issuers. Additionally,
            although mortgages and mortgage-related securities are generally
            supported by some form of government or private guarantee and/or
            insurance, there is no assurance that private guarantors or
            insurers will meet their obligations.

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

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

Corporate   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
Yield       S&P are sometimes referred to as "high yield" or "junk" bonds.
Securities  Investing in high yield securities involves special risks in
            addition to the risks associated with investments in higher-rated
            fixed income securities. While offering a greater potential
            opportunity for capital appreciation and higher yields, high yield
            securities typically entail greater potential

                                                                  Prospectus  17
<PAGE>

            price volatility and may be less liquid than higher-rated
            securities. High yield securities may be regarded as predominately
            speculative with respect to the issuer's continuing ability to
            meet principal and interest payments. They may also be more
            susceptible to real or perceived adverse economic and competitive
            industry conditions than higher-rated securities.

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

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

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

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as
            adjusted for inflation) is guaranteed in the case of U.S. Treasury
            inflation-indexed bonds. For bonds that do not provide a similar
            guarantee, the adjusted principal value of the bond repaid at
            maturity may be less than the original principal.

             The value of inflation-indexed bonds is expected to change in
            response to changes in real interest rates. Real interest rates
            are tied to the relationship between nominal interest rates and
            the rate of inflation. If nominal interest rates increase at a
            faster rate than inflation, real interest rates may rise, leading
            to a decrease in value of inflation-indexed bonds. Short-term
            increases in inflation may lead to a decline in value. Any
            increase in the principal amount of an inflation-indexed bond will
            be considered taxable ordinary income, even though investors do
            not receive their principal until maturity.

Event-      The Fund may invest in "event-linked bonds," which are fixed
Linked      income securities for which the return of principal and payment of
Bonds       interest is contingent on the non-occurrence of a specific
            "trigger" event, such as a

18  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            hurricane, earthquake, or other physical or weather-related
            phenomenon. Some event-linked bonds are commonly referred to as
            "catastrophe bonds." If a trigger event occurs, the Fund may lose
            a portion or all of its principal invested in the bond. 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 The 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. The Fund may be forced to
            convert a security before it would otherwise choose, which may
            have an adverse effect on the Fund's ability to achieve its
            investment objective.

             While the Fund intends to invest primarily in fixed income
            securities, it 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, the 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 the Fund may go up or down, sometimes rapidly or
            unpredictably. Equity securities may decline in value due to
            factors affecting equity securities markets generally or
            particular industries represented in those markets. The value of
            an equity security may also decline for a number of reasons which
            directly relate to the issuer, such as management performance,
            financial leverage and reduced demand for the issuer's goods or
            services.

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

                                                                  Prospectus  19
<PAGE>


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

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

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

             The Fund may invest in Brady Bonds, which are securities created
            through the exchange of existing commercial bank loans to
            sovereign entities for new obligations in connection with a debt
            restructuring. Investments in Brady Bonds may be viewed as
            speculative. Brady Bonds acquired by the Fund may be subject to
            restructuring arrangements or to requests for new credit, which
            may cause the Fund to suffer a loss of interest or principal on
            any of its holdings.

Foreign     If the Fund invests directly in foreign currencies or in
(Non-       securities that trade in, or receive revenues in, foreign
U.S.)       currencies, it will be subject to currency risk. Foreign currency
Currencies  exchange rates may fluctuate significantly over short periods of
            time. They generally are determined by supply and demand in the
            foreign exchange markets and the relative merits of investments in
            different countries, actual or perceived changes in interest rates
            and other complex factors. Currency exchange rates also can be
            affected unpredictably by intervention (or the failure to
            intervene) by U.S. or foreign governments or central banks, or by
            currency controls or political developments. For example,
            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 Fund's assets are denominated may be
            devalued against the U.S. dollar, resulting in a loss to the Fund.

             . Foreign Currency Transactions. The Fund may enter into forward
            foreign currency exchange contracts and invest in foreign currency
            futures contracts and options on foreign currencies and futures. A
            forward

20  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            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 the 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 the 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. The 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 the 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 the Fund to
            benefit from favorable fluctuations in relevant foreign
            currencies. The 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  The 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     The Fund may enter into reverse repurchase agreements and dollar
Repurchase  rolls, subject to the Fund's limitations on borrowings. A reverse
Agreements, repurchase agreement or dollar roll involves the sale of a
Dollar      security by the Fund and its agreement to repurchase the
Rolls and   instrument at a specified time and price, and may be considered a
Other       form of borrowing for some purposes. The Fund will segregate
Borrowings  assets 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 the
            Fund.

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

Derivatives The Fund may, but is not required to, use derivative instruments
            for risk management purposes or as part of its investment
            strategies. Generally, derivatives are financial contracts whose
            value depends upon, or is derived from, the value of an underlying
            asset, reference rate or index, and may relate to stocks, bonds,
            interest rates, currencies or currency exchange rates,
            commodities, and related indexes. Examples of derivative
            instruments include options contracts, futures contracts, options
            on futures contracts and swap agreements. The Fund may invest some
            or all of its assets in derivative instruments. A portfolio
            manager may decide not to employ any of these strategies and there
            is no assurance that any derivatives strategy used by the Fund
            will succeed. A description of these and other derivative
            instruments that the Fund may use are described under "Investment
            Objectives and Policies" in the Statement of Additional
            Information.

                                                                  Prospectus  21
<PAGE>


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

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

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

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

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

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

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

             Other risks in using derivatives include the risk of mispricing
            or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates
            and indexes. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to the Fund. Also, the value

22  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            of derivatives may not correlate perfectly, or at all, with the
            value of the assets, reference rates or indexes they are designed
            to closely track. In addition, the Fund's use of derivatives may
            cause the Fund to realize higher amounts of short-term capital
            gains (generally taxed at ordinary income tax rates) than if the
            Fund had not used such instruments.

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

When-       The 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 the
            Fund's overall investment exposure. Typically, no income accrues
            on securities the Fund has committed to purchase prior to the time
            delivery of the securities is made, although the Fund may earn
            income on securities it has segregated to cover these positions.

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

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

Short       The 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 the Fund to the risk that it will be required
            to acquire, convert or exchange securities to replace the borrowed
            securities (also known as "covering" the short position) at a time
            when the securities sold short have appreciated in value, thus
            resulting in a loss to the Fund. The 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    The Fund may invest up to 15% of its net assets in illiquid
Securities  securities. Certain illiquid securities may require pricing at
            fair value as determined in good faith under the supervision of
            the Board of Trustees. A portfolio manager may be subject to
            significant delays in disposing of illiquid securities, and
            transactions in illiquid securities may entail registration
            expenses and other transaction costs that are higher than those
            for transactions in liquid securities. The term "illiquid
            securities" for this purpose means securities that cannot be

                                                                  Prospectus  23
<PAGE>

            disposed of within seven days in the ordinary course of business
            at approximately the amount at which the Fund has valued the
            securities. Restricted securities, i.e., securities subject to
            legal or contractual restrictions on resale, may be illiquid.
            However, some restricted securities (such as securities issued
            pursuant to Rule 144A under the Securities Act of 1933 and certain
            commercial paper) may be treated as liquid, although they may be
            less liquid than registered securities traded on established
            secondary markets.

Loans of    For the purpose of achieving income, the 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 the Fund lends portfolio
            securities, its investment performance will continue to reflect
            changes in the value of the securities loaned, and the Fund will
            also receive a fee or interest on the collateral. Securities
            lending involves the risk of loss of rights in the collateral or
            delay in recovery of the collateral if the borrower fails to
            return the security loaned or becomes insolvent. The Fund may pay
            lending fees to a party arranging the loan.

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

Temporary   For temporary or defensive purposes, the 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 the Fund engages in such strategies, it
            may not achieve its investment objective.

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

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

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

24  PIMCO Funds: Pacific Investment Management Series
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]


                                                                  Prospectus  25
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help a shareholder
            understand the financial performance of Institutional and
            Administrative Class shares of the Fund for the past 5 years.
            Certain information reflects financial results for a single Fund
            share. The total returns in the table represent the rate that an
            investor would have earned or lost on an investment in a
            particular class of shares of the Fund, assuming reinvestment of
            all dividends and distributions. This information has been audited
            by PricewaterhouseCoopers LLP, whose report, along with the Fund's
            financial statements, is included in the Fund'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>
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.

26  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       $(0.63)     $ 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 (c)      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
    0.68%.

                                                                  Prospectus 27
<PAGE>

            Appendix A
            Description of Securities Ratings

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

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

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

             Below Investment Grade, High Yield Securities ("Junk Bonds") are
            those rated lower than Baa by Moody's or BBB by S&P and comparable
            securities. They are 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-    the 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 Fund. The SAI   Audio Response       You may call the
and the financial   Network at 1-800-    Commission at 1-
statements          987-4626, or by      202-942-8090 for
included in the     writing to:          information about
Fund's most                              the operation of
recent annual       PIMCO Funds:         the public
report to           Pacific              reference room.
shareholders are    Investment           You may also
incorporated by     Management Series    access reports
reference into      840 Newport          and other
this Prospectus,    Center Drive         informa- tion
which means they    Suite 300            about the Trust
are part of this    Newport Beach, CA    on the
Prospectus for      92660                Commission's Web
legal purposes.                          site at
The Fund's annual                        www.sec.gov. You
report discusses                         may get copies of
the market                               this information,
conditions and                           with payment of a
investment                               duplication fee,
strategies that                          by writing the
significantly                            Public Reference
affected the                             Section of the
Fund's                                   Commission,
performance                              Washington, D.C.
during its last                          20549-0102, or by
fiscal year.                             e-mailing your
                                         request to
                                         [email protected].
                                         Reference the
                                         Trust's
                                         Investment
                                         Company Act file
                                         number in your
                                         correspondence.

Investment Company Act file no. 811-5028


[LOGO OF PIMCO FUNDS]


PIMCO Funds

840 Newport Center Drive
Suite 300
Newport Beach, CA 92660

PY000.12/00


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission