PIMCO FUNDS
497, 2000-02-03
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<PAGE>

                   PIMCO Funds Prospectus

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

November 1, 1999
(as supplemented
February 1, 2000)
                   -------------------------------------------------------------
Share Classes      INTERMEDIATE DURATION BOND FUNDS
                   Moderate Duration Fund          Total Return Fund III
Ins Institutional  Real Return Bond Fund           Total Return Mortgage Fund
                   Total Return Fund               High Yield Fund
Adm Administrative Total Return Fund II
                   -------------------------------------------------------------
                   LONG DURATION BOND FUNDS
                   Long-Term U.S. Government Fund  Long Duration Fund
                   -------------------------------------------------------------
                   TAX EXEMPT BOND FUNDS
                   Short Duration Municipal        California Intermediate
                     Income Fund                     Municipal Bond Fund
                   Municipal Bond Fund             New York Intermediate
                                                     Municipal Bond Fund
                   -------------------------------------------------------------
                   INTERNATIONAL BOND FUNDS
                   Global Bond Fund                International Bond Fund
                   Global Bond Fund II             Emerging Markets Bond Fund
                   Foreign Bond Fund               Emerging Markets Bond Fund II
                   -------------------------------------------------------------
                   STOCK AND BOND FUNDS
                   Strategic Balanced Fund         Convertible Bond Fund
                   -------------------------------------------------------------
                   STOCK FUNDS
                   StocksPLUS Fund

This cover is not part of the Prospectus                           P  I  M  C  O
                                                                   -------------
                                                                       F U N D S
<PAGE>

            PIMCO Funds Prospectus

PIMCO
Funds:
Pacific
Investment
Management
Series      This Prospectus describes 28 mutual funds offered by PIMCO Funds:
            Pacific Investment Management Series. The Funds provide access to
November    the professional investment advisory services offered by Pacific
1, 1999     Investment Management Company ("PIMCO"). As of September 30, 1999,
(as         PIMCO managed approximately $181 billion in assets. The firm's
supple-     institutional heritage is reflected in the PIMCO Funds offered in
mented      this Prospectus.
February
1, 2000)    This Prospectus explains what you should know about the Funds
            before you invest. Please read it carefully.

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


  Pacific Investment Management Series
1
<PAGE>

         Table of Contents

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

                                                                  Prospectus 2
<PAGE>

            Summary Information

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

<TABLE>
<CAPTION>
                                                                                                            Non-U.S. Dollar
                                                                                                            Denominated
                                        Main Investments   Duration               Credit Quality(1)         Securities(2)
- ---------------------------------------------------------------------------------------------------------------------------
 <C>            <C>                     <S>                <C>                    <C>                       <C>
 Short Duration Money Market            Money market       (less than or equal    Min 95% Aaa or             0%
 Bond Funds                             instruments        to) 90 days dollar-    Prime 1; (less
                                                           weighted average       than or equal to)
                                                           maturity               5% Aa or Prime 2
                -----------------------------------------------------------------------------------------------------------
                Short-Term              Money market       0-1 year               B to Aaa; max 10%          0-5%
                                        instruments and                           below Baa
                                        short maturity
                                        fixed income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Low Duration            Short maturity     1-3 years              B to Aaa; max 10%          0-20%
                                        fixed income                              below Baa
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Low Duration II         Short maturity     1-3 years              A to Aaa                   0%
                                        fixed income
                                        securities with
                                        quality and non-
                                        U.S. issuer
                                        restrictions
                -----------------------------------------------------------------------------------------------------------
                Low Duration III        Short maturity     1-3 years              B to Aaa; max 10%          0-20%
                                        fixed income                              below Baa
                                        securities with
                                        prohibitions on
                                        firms engaged in
                                        socially
                                        sensitive
                                        practices
                -----------------------------------------------------------------------------------------------------------
                Low Duration Mortgage   Short and          1-3 years              Baa to Aaa; max 10%        0%
                                        intermediate                              below Aaa
                                        maturity
                                        mortgage-related
                                        fixed income
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Intermediate   Moderate Duration       Short and          2-5 years              B to Aaa; max 10%          0-20%
 Duration Bond                          intermediate                              below Baa
 Funds                                  maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Real Return Bond        Inflation-         N/A                    B to Aaa; max 10%          0-35%
                                        indexed fixed                             below Baa
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Total Return            Intermediate       3-6 years              B to Aaa; max 10%          0-20%
                                        maturity fixed                            below Baa
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Total Return II         Intermediate       3-6 years              Baa to Aaa                 0%
                                        maturity fixed
                                        income
                                        securities with
                                        quality and
                                        non-U.S. issuer
                                        restrictions
                -----------------------------------------------------------------------------------------------------------
                Total Return III        Intermediate       3-6 years              B to Aaa; max 10%          0-20%
                                        maturity fixed                            below Baa
                                        income
                                        securities with
                                        prohibitions on
                                        firms engaged in
                                        socially
                                        sensitive
                                        practices
                -----------------------------------------------------------------------------------------------------------
                Total Return Mortgage   Intermediate       2-6 years              Baa to Aaa; max 10%        0%
                                        maturity                                  below Aaa
                                        mortgage-related
                                        fixed income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                High Yield              Higher yielding    2-6 years              B to Aaa; min 65%         15%(3)
                                        fixed income                              below Baa
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Long Duration  Long-Term               Long-term          (greater than          A to Aaa                   0%
 Bond Funds     U.S. Government         maturity fixed     or equal to)
                                        income             8 years
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Long Duration           Long-term          (greater than          B to Aaa; max 10%          0-20%
                                        maturity fixed     or equal to)           below Baa
                                        income             8 years
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Tax Exempt     Short Duration          Short and          0-2 years              Baa to Aaa                 0%
 Bond Funds     Municipal Income        intermediate
                                        maturity
                                        municipal
                                        securities
                                        (exempt from
                                        federal income
                                        tax)
                -----------------------------------------------------------------------------------------------------------
                Municipal Bond          Intermediate and   3-10 years             Ba to Aaa; max             0%
                                        long-term                                 10% below Baa
                                        maturity
                                        municipal
                                        securities
                                        (exempt from
                                        federal income
                                        tax)
                -----------------------------------------------------------------------------------------------------------
                California Intermediate Intermediate       3-7 years              B to Aaa; max 10%          0%
                Municipal Bond          maturity                                  below Baa
                                        municipal
                                        securities
                                        (exempt from
                                        federal and
                                        California
                                        income tax)
                -----------------------------------------------------------------------------------------------------------
                New York Intermediate   Intermediate       3-7 years              B to Aaa; max 10%          0%
                Municipal Bond          maturity                                  below Baa
                                        municipal
                                        securities
                                        (exempt from
                                        federal and New
                                        York income tax)
- ---------------------------------------------------------------------------------------------------------------------------
 International  Global Bond             U.S. and non-      3-7 years              B to Aaa; max              25-75%
 Bond Funds                             U.S.                                      10% below Baa
                                        intermediate
                                        maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Global Bond II          U.S. and hedged    3-7 years              B to Aaa; max              25-75%
                                        non-U.S.                                  10% below Baa
                                        intermediate
                                        maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Foreign Bond            Intermediate       3-7 years              B to Aaa; max              (greater than
                                        maturity hedged                           10% below Baa              or equal to)
                                        non-U.S. fixed                                                       85%
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                International Bond      Non-U.S. fixed     0-8 years              Baa to Aaa                 (greater than
                                        income                                                               or equal to)
                                        securities (This                                                     65%
                                        Fund is offered
                                        only to PIMCO
                                        private account
                                        clients)
                -----------------------------------------------------------------------------------------------------------
                Emerging Markets Bond   Emerging market    0-8 years              B to Aaa                   (greater than
                                        fixed income                                                         or equal to)
                                        securities                                                           80%
                -----------------------------------------------------------------------------------------------------------
                Emerging Markets        Emerging market    0-8 years              B to Aaa; max 25%          (greater than
                Bond II                 fixed income                              below Ba                   or equal to)
                                        securities with                                                      80%
                                        restrictions on
                                        quality and
                                        denomination of
                                        securities (This
                                        Fund is offered
                                        only to PIMCO
                                        private account
                                        clients)
- ---------------------------------------------------------------------------------------------------------------------------
 Stock and      Strategic Balanced      Intermediate       0-6 years              B to Aaa; max              0-20%
 Bond Funds                             maturity fixed-                           10% below Baa
                                        income
                                        securities and
                                        S&P 500 stock
                                        index
                                        derivatives
                -----------------------------------------------------------------------------------------------------------
                Convertible Bond        Convertible        N/A                    Caa to Aaa; max            0-20%
                                        securities                                35% below Baa and
                                                                                  10% below B
- ---------------------------------------------------------------------------------------------------------------------------
 Stock Funds    StocksPLUS              S&P 500 stock      0-1 year               B to Aaa; max              0-20%
                                        index                                     10% below Baa
                                        derivatives
                                        backed by a
                                        portfolio of
                                        short-term
                                        fixed-income
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) As rated by Moody's Investors Service, Inc., or equivalently rated by
    Standard & Poor's Rating Service, or if unrated, determined by PIMCO to be
    of comparable quality.
(2) Percentage limitations relate to non-U.S. dollar-denominated securities for
    all Funds except the Global Bond, Global Bond II, Foreign Bond,
    International Bond, Emerging Markets Bond and Emerging Markets Bond II
    Funds. Percentage limitations for these six Funds relate to securities of
    non-U.S. issuers, denominated in any currency. Each Fund (except the Low
    Duration II, Total Return II, Long-Term U.S. Government, Short-Duration
    Municipal Income, Municipal Bond, California Intermediate Municipal Bond and
    New York Intermediate Municipal Bond Funds) may invest beyond these limits
    in U.S. dollar-denominated securities of non-U.S. issuers.
(3) The percentage limitation relates to euro-denominated securities and will be
    effective March 1, 2000. See page 29 of the Prospectus.

3 Pacific Investment Management Series
<PAGE>

            Summary Information (continued)

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

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

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

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

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

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

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

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

                                                                 Prospectus 4
<PAGE>

            PIMCO Money Market Fund

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

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

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

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

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

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

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

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

5 Pacific Investment Management Series
<PAGE>

            PIMCO Money Market Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

    Calendar Year End (through 12/31)

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

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

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

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

                                                                   Prospectus  6

<PAGE>

            PIMCO Short-Term Fund

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

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

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

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

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

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

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

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

7 Pacific Investment Management Series

<PAGE>

            PIMCO Short-Term Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

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

        Calendar Year End (through 12/31)

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

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

          Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Low Duration Fund

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

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

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

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

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

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

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

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


9 Pacific Investment Management Series
<PAGE>

          PIMCO Low Duration Fund (continued)

          Calendar Year Total Returns -- Institutional Class

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

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

          Calendar Year End (through 12/31)

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

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

<PAGE>

            PIMCO Low Duration Fund II

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

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

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

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

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

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

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

11 Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

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


  Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Low Duration Fund III

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


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

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

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

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

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

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

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

13  Pacific Investment Management Series

<PAGE>

            PIMCO Low Duration Fund III (continued)

            Calendar Year Total Returns -- Institutional Class

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

     Calendar Year End (through 12/31)

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

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

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

            PIMCO Low Duration Mortgage Fund

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


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


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

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

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

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

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

15  Pacific Investment Management Series

<PAGE>

            PIMCO Low Duration Mortgage Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Moderate Duration Fund

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


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

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

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

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

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

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

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

17  Pacific Investment Management Series

<PAGE>

            PIMCO Moderate Duration Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

                     Calendar Year End (through 12/31)

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

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

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

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

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

<PAGE>

            PIMCO Real Return Bond Fund

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


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

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

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

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

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

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

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

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

19  Pacific Investment Management Series

<PAGE>

            PIMCO Real Return Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

  Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

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

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

                                                                 Prospectus 20
<PAGE>

            PIMCO Total Return Fund

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

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

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

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

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

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

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

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

21 Pacific Investment Management Series

<PAGE>

          PIMCO Total Return Fund (continued)

          Calendar Year Total Returns -- Institutional Class

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

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

   Calendar Year End (through 12/31)

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

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

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

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


              Shareholder Fees (fees paid directly from your investment)    None

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

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

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

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

<PAGE>

            PIMCO Total Return Fund II

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


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

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

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

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

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

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

23 Pacific Investment Management Series
<PAGE>

          PIMCO Total Return Fund II (continued)

          Calendar Year Total Returns -- Institutional Class

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

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

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

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

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


            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Total Return Fund III

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


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

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

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

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

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

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

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


25 Pacific Investment Management Series

<PAGE>

           PIMCO Total Return Fund III (continued)

           Calendar Year Total Returns -- Institutional Class

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

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

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

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


            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Total Return Mortgage Fund

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


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

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

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

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

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

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


27 Pacific Investment Management Series

<PAGE>

            PIMCO Total Return Mortgage Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

         Calendar Year End (through 12/31)

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

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

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


            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

<PAGE>

            PIMCO High Yield Fund

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


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of high yield securities ("junk bonds")
            rated below investment grade but rated at least B by Moody's or
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality. The remainder of the Fund's assets may be invested in
            investment grade Fixed Income Instruments. The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            may invest without limit in U.S. dollar-denominated securities
            of foreign issuers. Effective March 1, 2000, the Fund may invest up
            to 15% of its assets in euro-denominated securities. The Fund
            normally will hedge at least 75% of its exposure to the euro to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

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

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

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

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

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


29 Pacific Investment Management Series

<PAGE>

            PIMCO High Yield Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

           Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Long-Term U.S. Government Fund

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


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

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

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

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

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

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

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


31 Pacific Investment Management Series

<PAGE>

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

            Calendar Year Total Returns -- Institutional Class

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

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

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

      Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Long Duration Fund

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


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

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

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

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

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

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

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

33 Pacific Investment Management Series

<PAGE>

            PIMCO Long Duration Fund (continued)

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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

            PIMCO Short Duration Municipal Income Fund

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

                                     Average Portfolio
                                     Duration
                                     0-2 years

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

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

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

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

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

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

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


35 Pacific Investment Management Series

<PAGE>

            PIMCO Short Duration Municipal Income Fund (continued)

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

            Shareholder fees (fees paid directly from your investment)    None

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

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

                                                                   Prospectus 36
<PAGE>

            PIMCO Municipal Bond Fund

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

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

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

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

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

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

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

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


37 Pacific Investment Management Series
<PAGE>

            PIMCO Municipal Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

                         Calendar Year End (through 12/31)

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

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

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

            Shareholder Fees (fees paid directly from your investment)     None

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

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

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


                                                                   Prospectus 38
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund

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

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

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

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

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


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

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

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

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


39 Pacific Investment Management Series
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund (continued)

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

            Shareholder fees (fees paid directly from your investment)    None

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

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

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

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

            PIMCO New York Intermediate Municipal Bond Fund

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

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

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

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

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

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


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

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

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

41 Pacific Investment Management Series
<PAGE>

            PIMCO New York Intermediate Municipal Bond Fund (continued)

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

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

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

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

            PIMCO Global Bond Fund

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

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

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

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

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

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

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

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

43 Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

      Calendar Year End (through 12/31)

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

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

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

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

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

                                                                 Prospectus 44
<PAGE>

            PIMCO Global Bond Fund II

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

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

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

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

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

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


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

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

45 Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

   Calendar Year End (through 12/31)

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

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

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

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

            PIMCO Foreign Bond Fund

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

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

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

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

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


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

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

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

47 Pacific Investment Management Series
<PAGE>

            PIMCO Foreign Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

  Calendar Year End (through 12/31)

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

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

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

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

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

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

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

            PIMCO International Bond Fund

            This Fund is offered only to private account clients of PIMCO

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

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

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

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

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

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

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

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

49 Pacific Investment Management Series
<PAGE>

            PIMCO International Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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




                 Calendar Year End (through 12/31)

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

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

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

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

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

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

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

            PIMCO Emerging Markets Bond Fund

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

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

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

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

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

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

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

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

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

51 Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

                         Calendar Year End (through 12/31)

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

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

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

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

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

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

                                                                 Prospectus 52
<PAGE>

            PIMCO Emerging Markets Bond Fund II

            This Fund is offered only to private account clients of PIMCO

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Emerging market      B to Aaa; max 25%
and           total return,          fixed income         below Ba
Strategies    consistent with        securities
              preservation of                             Dividend Frequency
              capital and            Average Portfolio    Declared daily and
              prudent                Duration 0-8 years   distributed monthly
              investment
              management

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

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

             The Fund may invest substantially all of its assets in high yield
            securities ("junk bonds") rated B or higher by Moody's or S&P, or,
            if unrated, determined by PIMCO to be of comparable quality,
            subject to a maximum of 25% of assets in securities rated B by
            Moody's or S&P. The Fund is non-diversified, which means that it
            may concentrate its assets in a smaller number of issuers than a
            diversified Fund.

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

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

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

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

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

53  Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund II (continued)

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

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

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

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

            PIMCO Strategic Balanced Fund

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



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

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

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

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

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

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

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

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

55 Pacific Investment Management Series
<PAGE>

            PIMCO Strategic Balanced Fund (continued)

            Calendar Year Total Returns -- Institutional Class

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

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

                        Calendar Year End (through 12/31)

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

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

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

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

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

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

            PIMCO Convertible Bond Fund

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


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

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

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

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

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

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

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

57 Pacific Investment Management Series
<PAGE>

            PIMCO Convertible Bond Fund (continued)

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

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

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

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

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

            PIMCO StocksPLUS Fund

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

                                    Average Portfolio
                                    Duration
                                    0-1 year

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

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

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

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

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

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

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

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

59 Pacific Investment Management Series
<PAGE>

            PIMCO StocksPLUS Fund (continued)

            Calendar Year Total Returns -- Institutional Class


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

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

      Calendar Year End (through 12/31)

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

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

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

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

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

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

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

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

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


            Summary of Principal Risks

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

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

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

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

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

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

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

61 Pacific Investment Management Series
<PAGE>

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

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

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

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

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

                                                                 Prospectus 62
<PAGE>

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

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

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

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

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

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

63 Pacific Investment Management Series
<PAGE>


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

            Management of the Funds

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

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

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

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

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

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

                                                                  Prospectus 64
<PAGE>


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

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

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

65 Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

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

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


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

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

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

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

                                                                 Prospectus 66
<PAGE>

            Investment Options--
            Institutional Class and Administrative Class Shares

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

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

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

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

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

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

67 Pacific Investment Management Series
<PAGE>

            Purchases, Redemptions and Exchanges

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

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

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

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

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

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

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

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

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

                                                                Prospectus 68
<PAGE>

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

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

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

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

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

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

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

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

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

69 Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

                                                                 Prospectus 70
<PAGE>


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

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

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

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

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

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

71  Pacific Investment Management Series

<PAGE>


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

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

            How Fund Shares Are Priced

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

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

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

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

<PAGE>


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

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

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

            Fund Distributions

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

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

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

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

73  Pacific Investment Management Series

<PAGE>


            Tax Consequences

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

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

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

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

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

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

                                                                  Prospectus 74

<PAGE>


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

            Characteristics and Risks of
            Securities and Investment Techniques

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                   Prospectus 78

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "IO" class), while the
            other class will receive all of the principal (the principal-only,
            or "PO" class). The yield to maturity on an IO class is extremely
            sensitive to the rate of principal payments (including
            prepayments) on the underlying mortgage assets, and a rapid rate
            of principal payments may have a material adverse effect on a

                                                                   Prospectus 80

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

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

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

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

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

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

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

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

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

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

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

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

                                                                 Prospectus 82
<PAGE>

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

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

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

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

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

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

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

83 Pacific Investment Management Series
<PAGE>

                      (THIS PAGE INTENTIONALLY LEFT BLANK)

                                                                 Prospectus 84
<PAGE>

            Financial Highlights

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

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

85 Pacific Investment Management Series
<PAGE>




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

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

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

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

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

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

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

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

                                                                 Prospectus 86
<PAGE>

            Financial Highlights (continued)

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

87 Pacific Investment Management Series
<PAGE>



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

   0.00        (0.02)       9.98    0.15             6    0.75          6.42        167

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

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

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

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

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

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

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

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

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

                                                                  Prospectus 88
<PAGE>

            Financial Highlights (continued)

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

89 Pacific Investment Management Series
<PAGE>



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

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

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

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

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

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

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

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

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

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

                                                                 Prospectus 90
<PAGE>

            Financial Highlights (continued)

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

91 Pacific Investment Management Series
<PAGE>



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

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

   0.00        (0.50)       7.51    17.88          118    1.10         6.24        315

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

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

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

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

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

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

                                                                  Prospectus 92
<PAGE>

            Appendix A
            Description of Securities Ratings

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

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

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

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

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

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

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

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

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

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

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

A-1 Pacific Investment Management Series
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

                                                                Prospectus A-2
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

A-3 Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

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

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

             N.R.: Not rated.

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

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

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

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

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

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

                                                                Prospectus A-4
<PAGE>


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

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

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

A-5 Pacific Investment Management Series
<PAGE>

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

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

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

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

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

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

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

PIMCO Funds

840 Newport Center Drive
Suite 300
Newport Beach, CA 92660

www.pimco.com


PY000.02/00



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