PIMCO FUNDS MULTI MANAGER SERIES, 485APOS, 1997-08-15

PIMCO FUNDS MULTI MANAGER SERIES
485APOS, 1997-08-15

Previous: SWIFT ENERGY INCOME PARTNERS 1990-A LTD, 10-Q/A, 1997-08-15

Next: SARATOGA BRANDS INC, 10QSB, 1997-08-15

<PAGE>

As filed with the Securities and Exchange Commission on August 15, 1997

Registration Nos. 33-36528;
811-6161
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [_]

Post-Effective Amendment No. 26 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]

Amendment No. 28 [X]

PIMCO FUNDS: MULTI-MANAGER SERIES
(Exact Name of Registrant as Specified in Charter)

840 Newport Center Drive, Newport Beach, CA 92660
(Address of principal executive offices) (Zip code)
(714) 760-4867
(Registrant's telephone number, including area code)

Name and address
of agent for service: Copies to:
- --------------------- ----------
Stephen J. Treadway Newton B. Schott, Jr., Joseph B. Kittredge, Esq.
c/o PIMCO Advisors L.P. Esq. Ropes & Gray
2187 Atlantic Street c/o PIMCO Advisors L.P. One International Place
Stamford, Connecticut 2187 Atlantic Street Boston, Massachusetts
06902 Stamford, Connecticut 02110
06902

It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on [date] pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on [date] pursuant to paragraph (a)(1)

[X] 75 days after filing pursuant to paragraph (a)(2)

[_] on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Pursuant to Rule 24f-2(a) under the Investment Company Act of 1940, the
Registrant has registered an indefinite number or amount of its shares of
beneficial interest under the Securities Act of 1933. The Registrant filed a
Rule 24f-2 Notice with respect to the Registrant's fiscal year ended June 30,
1996 on August 28, 1996.

Pursuant to Agreements and Plans of Reorganization dated November 1, 1996
approved by shareholders of certain series of PIMCO Advisors Funds ("PAF") (File
Nos. 2-87203 and 811-3881), the Registrant will be permitted to use any
redemption credits pursuant to Rules 24e-2 and 24f-2 of the International Fund,
Equity Income Fund, Growth Fund, Target Fund, Opportunity Fund, Innovation Fund,
Tax Exempt Fund, and Precious Metals Fund of PAF, in connection with the
acquisition of these series by the Registrant's PIMCO International Fund, PIMCO
Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund,
PIMCO Innovation Fund, PIMCO Tax Exempt Fund, and PIMCO Precious Metals Fund,
respectively, in reliance on Rule 24f-2(b)(3)(ii) under the Investment Company
Act of 1940.
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

CROSS-REFERENCE SHEET

Required by Rule 404 Under the Securities Act of 1933

Prospectus for the Class A, Class B, and/or Class C Shares of PIMCO Equity
Income Fund, PIMCO Value Fund, PIMCO Small Cap Value Fund, PIMCO Capital
Appreciation Fund, PIMCO Mid Cap Growth Fund, PIMCO Small Cap Growth Fund, PIMCO
Micro Cap Growth Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target
Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund,
PIMCO Enhanced Equity Fund, PIMCO Emerging Markets Fund, PIMCO International
Developed Fund, PIMCO International Fund, PIMCO Balanced Fund, PIMCO Structured
Emerging Markets Fund, PIMCO Tax-Managed Structured Emerging Markets Fund, PIMCO
Columbus Circle International Fund, and PIMCO Precious Metals Fund

<TABLE>
<CAPTION>
Part A
------

Item Heading
---- -------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Prospectus Summary; Schedule of
Fees

3 Condensed Financial Financial Highlights; Performance
Information Information

4. General Description of Investment Objectives and Policies;
Registrant Characteristics and Risks of Securities
and Investment Techniques; Description
of the Trust

5. Management of the Fund Management of the Trust; Back Cover

5A. Management's Discussion of Not Applicable
Fund Performance

6. Capital Stock and Other Description of the Trust; Distributions;
Securities Taxes; Back Cover

7. Purchase of Securities Being How to Buy Shares; General; How Net
Offered Asset Value is Determined; Alternative
Purchase Arrangements; Distributor and
Distribution and Servicing Plans

8. Redemption or Repurchase How to Redeem

9. Pending Legal Proceedings Not Applicable
</TABLE>
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

CROSS-REFERENCE SHEET

Required by Rule 404 Under the Securities Act of 1933

Prospectus for the Institutional Class and Administrative Class Shares of
PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small Cap Value Fund, PIMCO
Capital Appreciation Fund, PIMCO Mid Cap Growth Fund, PIMCO Small Cap Growth
Fund, PIMCO Micro Cap Growth Fund, PIMCO Renaissance Fund, PIMCO Core Equity
Fund, PIMCO Mid Cap Equity Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO Tax Exempt Fund, PIMCO Enhanced Equity Fund, PIMCO Structured Emerging
Markets Fund, PIMCO Tax-Managed Structured Emerging Markets Fund, PIMCO Emerging
Markets Fund, PIMCO International Developed Fund, PIMCO International Fund,
PIMCO Columbus Circle International Fund, PIMCO Balanced Fund, and PIMCO
Precious Metals Fund

<TABLE>
<CAPTION>
Part A
------

Item Heading
---- -------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Prospectus Summary; Expense
Information

3 Condensed Financial Financial Highlights
Information

4. General Description of Investment Objectives and Policies;
Registrant Investment Restrictions; Characteristics
and Risks of Securities and Investment
Techniques

5. Management of the Fund Management of the Trust; Portfolio
Transactions

5A. Management's Discussion Not Applicable
of Fund Performance

6. Capital Stock and Other Other Information; Portfolio
Securities Transactions; Dividends, Distributions
and Taxes

7. Purchase of Securities Management of the Trust; Purchase of
Being Offered Shares; Net Asset Value

8. Redemption or Repurchase Redemption of Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

CROSS-REFERENCE SHEET

Required by Rule 404 Under the Securities Act of 1933

Statement of Additional Information for the PIMCO Equity Income Fund, PIMCO
Value Fund, PIMCO Small Cap Value Fund, PIMCO Capital Appreciation Fund, PIMCO
Mid Cap Growth Fund, PIMCO Small Cap Growth Fund, PIMCO Micro Cap Growth Fund,
PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Core Equity Fund, PIMCO Target
Fund, PIMCO Mid Cap Equity Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO Tax Exempt Fund, PIMCO Enhanced Equity Fund, PIMCO Structured Emerging
Markets Fund, PIMCO Tax-Managed Structured Emerging Markets Fund, PIMCO Emerging
Markets Fund, PIMCO International Developed Fund, PIMCO International Fund,
PIMCO Columbus Circle International Fund, PIMCO Balanced Fund, and PIMCO
Precious Metals Fund

<TABLE>
<CAPTION>
Part B
------

Item Heading
---- -------
<S> <C> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12 General Information and Cover Page
History

13. Investment Objective and Investment Objectives and Policies;
Policies Investment Restrictions

14. Management of the Fund Management of the Trust

15. Control Persons and Other Information
Principal Holders of
Securities

16. Investment Advisory and Management of the Trust; Distribution
Other Services of Trust Shares

17. Brokerage Allocation and Portfolio Transactions and Brokerage
Other Practices

18. Capital Stock and Other Other Information
Securities

19. Purchase, Redemption and Distribution of Trust Shares; Net Asset
Pricing of Securities Being Value
Offered

20. Tax Status Taxation

21. Underwriters Distribution of Trust Shares
</TABLE>

-3-
<PAGE>

<TABLE>

<S> <C> <C>
22. Calculation of Performance Other Information
Data

23. Financial Statements To be included via post-effective
amendment under Rule 485(b) prior to
the effective date of this amendment
</TABLE>

-4-
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

Supplement Dated _________, 1997
to the
Prospectus for Class A, Class B
and Class C Shares Dated March 5, 1997

Disclosure relating to
PIMCO Columbus Circle International Fund

- --------------------------------------------------------------------------------

1. Date of the Prospectus.

The date of the Prospectus is hereby amended to ________ __, 1997. The
Trust's Statement of Additional Information dated January 14, 1997 filed
electronically with the Securities and Exchange Commission via EDGAR on January
21, 1997 (under the Trust's former name, "PIMCO Funds: Equity Advisors Series")
- - Registration Nos. 33-36528 and 811-6161, Accession Number: 0000927016-97-
000102 - is incorporated herein by reference.

2. New Series.

The Trust intends to offer Class A, Class B and Class C Shares of a new
series, PIMCO Columbus Circle International Fund (the "Columbus Circle
International Fund" or the "Fund").

3. Schedule of Fees.

Columbus Circle International Fund
----------------------------------
<TABLE>
<CAPTION>

Shareholder Transaction Expenses:
- ---------------------------------
Class A Class B Class C
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Maximum initial sales charge imposed on purchases 5.50% None None
(as a percentage of offering price at time of
purchase)

Maximum initial sales charge imposed on reinvested None None None
dividends (as a percentage of offering price at
time of purchase)

Maximum contingent deferred sales charge ("CDSC") 1%/(1)/ 5%/(2)/ 1%/(3)/
(as a percentage of original purchase price)

Exchange Fee None None None

</TABLE>

- -----------------------------
(1) Imposed only in certain circumstances where Class A shares are purchased
without a front-end sales charge at the time of purchase. See "Alternative
Purchase Arrangements" in the Prospectus.
(2) The maximum CDSC is imposed on shares redeemed in the first year. For shares
held longer than one year, the CDSC declines according to the schedule set forth
under "Alternative Purchase Arrangements -- Deferred Sales Charge Alternative --
Class B Shares" in the Prospectus.
(3) The CDSC on Class C shares is imposed only on shares redeemed in the first
year.
<PAGE>

Annual Fund Operating Expenses (as a percentage of average daily net assets):
- ------------------------------

Advisory Administrative Service/ Total Fund
Fees Fees /(1)/ 12b-1 Fees /(2)/ Operating Expenses
---- ---------- ---------------- ------------------
<S> <C> <C> <C> <C>
Class A Shares 0.25%

Class B Shares 1.00%

Class C Shares 1.00%
</TABLE>

___________________________
1. The Administrative Fees for the Fund are subject to reduction to the extent
that the average net assets attributable in the aggregate to the Fund's Class A,
Class B and Class C shares exceed $2.5 billion. See "Management of the Trust --
Advisory and Administrative Fees."
2. 12b-1 fees equal to .25% represent servicing fees which are paid annually to
the Distributor and repaid to participating brokers, certain banks and other
financial intermediaries. 12b-1 fees which exceed .25% represent aggregate
distribution and servicing fees. See "Distributor and Distribution and
Servicing Plans."

Examples:
- --------

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Class A Shares
Class B Shares
Class C Shares
</TABLE>

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) no redemption:

1 Year 3 Years
------ -------
<S> <C> <C>
Class A Shares
Class B Shares
Class C Shares
</TABLE>

The purpose of the foregoing tables is to assist investors in understanding
the various costs and expenses of the Trust that are borne directly or
indirectly by Class A, Class B and Class C shareholders of the Fund. The
Examples for Class A shares assume payment of the current maximum applicable
sales load. Due to the 12b-1 distribution fee imposed on Class B and Class C
shares, a Class B or Class C shareholder of the Fund may, depending on the
length of time the shares are held, pay more than the economic equivalent of the
maximum front-end sales charges permitted by relevant rules of the National
Association of Securities Dealers, Inc.

NOTE: THE FIGURES SHOWN IN THE EXAMPLES ARE ENTIRELY HYPOTHETICAL. THEY ARE NOT
REPRESENTATIONS OF PAST OR FUTURE PERFORMANCE OR EXPENSES; ACTUAL PERFORMANCE
AND/OR EXPENSES MAY BE MORE OR LESS THAN SHOWN.

-2-
<PAGE>

4. Investment Objectives and Policies.

The investment objective and general investment policies of the Fund are
described below. There can be no assurance that the investment objective of the
Fund will be achieved. Because the market value of the Fund's investments will
change, the net asset value per share of the Fund also will vary.

Columbus Circle International Fund seeks long-term capital appreciation. The
----------------------------------
Fund invests in an international portfolio of equity and equity-related
securities of companies the principal activities of which are in countries other
than the United States. The Portfolio Manager for the Fund is Columbus Circle
Investors ("Columbus Circle").

The Fund will normally invest in securities traded in foreign securities
markets and in foreign securities traded on U.S. securities markets. As noted
below, except for temporary defensive investments, the Fund will not invest in
securities of U.S. issuers traded on U.S. securities markets. Otherwise, there
are no prescribed limits on geographic asset distribution and the Fund has the
authority to invest in securities traded in securities markets of any country in
the world. The Fund will not limit its investments to any particular type or
size of company. As specified below, the Fund may engage in foreign currency
and related hedging transactions in connection with investments in securities
traded on foreign exchanges or denominated in foreign currencies. The Fund may
invest in developed foreign securities markets and in emerging markets, where
markets may not fully reflect the potential of the developing economy. The Fund
may also invest in shares of companies which are not presently listed but are in
the process of being privatized by the government and shares of companies that
are traded in over-the-counter markets or other types of unlisted securities
markets. Investing in the securities of foreign issuers involves special risks
and considerations not typically associated with investing in U.S. companies.
For a description of these risks, see "Characteristics and Risks of Securities
and Investment Techniques - Foreign Securities" in the Prospectus and
"Investment Objectives and Policies" in the Statement of Additional
Information.

The Fund will invest primarily (normally at least 65% of its assets) in equity
securities, including common stocks, preferred stocks and securities (including
debt securities and warrants) convertible into or exercisable for common stocks.
The Fund may temporarily not be invested primarily in equity securities
immediately following the commencement of operations or after receipt of
significant new monies. The Fund may temporarily not contain the number of
securities in which the Fund normally invests if it does not have sufficient
assets to be fully invested, or pending the Portfolio Manager's ability to
prudently invest new monies.

The Fund will not normally invest in securities of U.S. issuers traded on U.S.
securities markets. However, when the Portfolio Manager believes that conditions
in international securities markets warrant a defensive investment strategy, the
Fund may temporarily invest up to 100% of its assets in domestic debt, foreign
debt and equity securities principally traded in the U.S., including money
market instruments, obligations issued or guaranteed by the U.S. or a foreign
government or their respective agencies, authorities or instrumentalities, or
corporate bonds and sponsored American Depository Receipts.

The Fund will apply the Portfolio Manager's Positive Momentum & Positive
Surprise investment discipline to international markets. See page 60 of the
Prospectus. Asset allocation decisions ("top down") and individual stock
selections ("bottoms up") result from identification of positively surprising
fundamental trends. Fundamental factors considered and their importance vary by
security, but include country factors, e.g., changes in the political
environment or funds flows; macroeconomic factors,

-3-
<PAGE>

e.g., GDP growth, inflation and interest rates; global secular trends, e.g.,
global grain shortages or growth in wireless communications; and industry and
company specific factors. Investments are made when the relevant factors are
improving (Positive Momentum) faster than expected (Positive Surprise). The
relevant factors can be country (top down) or company (bottoms up) specific.

The Portfolio Manager believes that securities markets of many nations can be
expected to move relatively independently of one another, because business
cycles and other economic or political events that influence one country's
securities markets may have little effect on the securities markets of other
countries. By investing in an international portfolio, the Fund seeks to reduce
the risks associated with investing in the economy of only one country.

Unless otherwise noted, the Fund's objective and its restrictions and policies
relating to the investment of its assets are non-fundamental and may be changed
without shareholder approval.

5. Characteristics and Risks of Securities and Investment Techniques.

The Fund may invest in the securities and utilize the investment techniques
described under the sub-headings "Investment in Companies with Small and Medium
Capitalizations," "Foreign Investments," "Foreign Currency Transactions," "Money
Market Instruments," "Convertible Securities," "Derivative Instruments"
(including "Options on Securities, Securities Indexes, Commodity Indexes and
Currencies," "Swap Agreements," and "Futures Contracts and Options on Futures
Contracts"), "Loans of Portfolio Securities," "Short Sales," "When-Issued,
Delayed Delivery and Forward Commitment Transactions," "Repurchase Agreements,"
"Reverse Repurchase Agreements and Other Borrowings," "Illiquid Securities,"
"Investment in Investment Companies," and "Credit and Market Risk of Fixed
Income Securities" under "Characteristics and Risks of Securities and Investment
Techniques" in the Prospectus.

The annual portfolio turnover rate for the Fund is expected to be less than
100%.

6. Management of the Trust.

Advisory and Administrative Fees
- --------------------------------

The Fund features fixed advisory and administrative fees. For providing or
arranging for the provision of investment advisory services to the Fund, PIMCO
Advisors L.P. receives a monthly Advisory Fee from the Fund at the annual rate
of %____ based on the average daily net assets of the Fund. Pursuant to the
portfolio management agreement between PIMCO Advisors L.P. and Columbus Circle,
PIMCO Advisors L.P. (not the Trust) pays Columbus Circle a fee at the annual
rate of %___ based on the average daily net assets of the Fund.

For providing or procuring administrative services for the Fund as described
above, PIMCO Advisors L.P. (in its capacity as Administrator) receives a monthly
Administrative Fee from the Fund at the annual rate of %___ based on the average
daily net assets attributable in the aggregate to the Fund's Class A, Class B
and Class C Shares.

7. Distributions.

Net investment income from interest and dividends, if any, will be
declared and paid at least annually to shareholders of record by the Fund.

-4-
<PAGE>

Prospectus for Class A, Class B and Class C Shares
--------------------------------------------------

The PIMCO Funds: Multi-Manager Series Prospectus for Class A, Class B and Class
C Shares dated March 5, 1997 filed electronically with the Securities and
Exchange Commission via EDGAR on March 10, 1997 (under the Trust's former name,
"PIMCO Funds: Equity Advisors Series") - Registration Nos. 33-36528 and 811-
6161, Accession Number: 0000927016-97-000749 - is incorporated herein by
reference.

-5-
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

Supplement Dated _________, 1997
to the
Prospectus for Class A, Class B
and Class C Shares Dated March 5, 1997

Disclosure relating to
PIMCO Structured Emerging Markets Fund and
PIMCO Tax-Managed Structured Emerging Markets Fund

- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Class A, Class B and Class C Shares dated March 5, 1997
(the "Prospectus").
- --------------------------------------------------------------------------------

1. Date of the Prospectus.

The date of the Prospectus is hereby amended to ________ __, 1997. The
Trust's Statement of Additional Information dated January 14, 1997 filed
electronically with the Securities and Exchange Commission via EDGAR on January
21, 1997 (under the Trust's former name, "PIMCO Funds: Equity Advisors Series")
- - Registration Nos. 33-36528 and 811-6161, Accession Number:
0000927016-97-000102 - is incorporated herein by reference.

2. Additional Classes of Existing Series and New Series.

The Trust intends to offer Class A, Class B and Class C Shares of (i) an
existing series, PIMCO Structured Emerging Markets Fund (the "Structured
Emerging Markets Fund") for which Institutional Class and Administrative Class
shares have been registered, and (ii) a new series, PIMCO Tax-Managed Structured
Emerging Markets Fund (the "Tax-Managed Structured Emerging Markets Fund" and,
together with the Structured Emerging Markets Fund, the "Funds").

3. Schedule of Fees (applicable to both Funds).

Structured Emerging Markets Fund and
Tax-Managed Structured Emerging Markets Fund
--------------------------------------------
<TABLE>
<CAPTION>

Shareholder Transaction Expenses:
- --------------------------------
Class A Class B Class C
Shares Shares Shares
-------- ------- -------
<S> <C> <C> <C>
Maximum initial sales charge imposed on purchases 5.50% None None
(as a percentage of offering price at time of purchase)

Maximum initial sales charge imposed on reinvested dividends None None None
(as a percentage of offering price at time of purchase)

Maximum contingent deferred sales charge ("CDSC") 1%/(1)/ 5%/(2)/ 1%/(3)/
(as a percentage of original purchase price)

Exchange Fee None None None
- ----------------------
</TABLE>
<PAGE>

(1) Imposed only in certain circumstances where Class A shares are purchased
without a front-end sales charge at the time of purchase. See "Alternative
Purchase Arrangements" in the Prospectus.
(2) The maximum CDSC is imposed on shares redeemed in the first year. For shares
held longer than one year, the CDSC declines according to the schedule set forth
under "Alternative Purchase Arrangements -- Deferred Sales Charge Alternative -
- - Class B Shares" in the Prospectus.
(3) The CDSC on Class C shares is imposed only on shares redeemed in the first
year.

Annual Fund Operating Expenses (as a percentage of average daily net assets):
- ------------------------------
<TABLE>
<CAPTION>
Advisory Administrative Service/ Total Fund
Fees Fees/(1)/ 12b-1 Fees/(2)/ Operating Expenses
---- ---- ---------- ------------------
<S> <C> <C> <C> <C>
Class A Shares 0.25%

Class B Shares 1.00%

Class C Shares 1.00%
</TABLE>
______________________________

1. The Administrative Fees for the Fund are subject to reduction to the extent
that the average net assets attributable in the aggregate to the Fund's Class A,
Class B and Class C shares exceed $2.5 billion. See "Management of the Trust --
Advisory and Administrative Fees."
2. 12b-1 fees equal to .25% represent servicing fees which are paid annually to
the Distributor and repaid to participating brokers, certain banks and other
financial intermediaries. 12b-1 fees which exceed .25% represent aggregate
distribution and servicing fees. See "Distributor and Distribution and
Servicing Plans."

Examples:
- --------

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Class A Shares
Class B Shares
Class C Shares
</TABLE>

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) no redemption:
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Class A Shares
Class B Shares
Class C Shares
</TABLE>

The purpose of the foregoing tables is to assist investors in understanding the
various costs and expenses of the Trust that are borne directly or indirectly by
Class A, Class B and Class C shareholders of the Funds. The Examples for Class A
shares assume payment of the current maximum applicable sales load. Due to the
12b-1 distribution fee imposed on Class B and Class C shares, a Class B or Class
C shareholder of a Fund may, depending on the length of time the shares are
held, pay more than the economic equivalent of the maximum front-end sales
charges permitted by relevant rules of the National Association of Securities
Dealers, Inc.

-2-
<PAGE>

4. Investment Objectives and Policies.

The investment objective and general investment policies of the Funds are
described below. There can be no assurance that the investment objective of
either Fund will be achieved. Because the market value of the Funds' investments
will change, the net asset value per share of the Funds also will vary.

Structured Emerging Markets Fund seeks long-term growth of capital. The Fund
--------------------------------
invests primarily in equity securities of companies located in, or whose
business relates to, emerging markets. The Portfolio Manager will identify those
markets that it considers to be emerging markets, relying primarily on those
countries listed on the Morgan Stanley Capital International Emerging Markets
Free Index ("MSCI Free Index") or the Baring Emerging Markets Index (the
"Baring Index"). However, the Portfolio Manager has discretion in identifying
other countries that qualify as emerging markets on the basis of market
capitalization and liquidity, as well as their inclusion, or consideration for
inclusion, as emerging market countries in other broad-based market indexes. The
Fund seeks to achieve its objective by following a disciplined and systematic
methodology for selecting and weighting countries, industries, and stocks.
Diversification and consistent exposure to opportunity are emphasized over
tactical timing decisions with regard to countries, industries, or stocks. A
disciplined methodology for maintaining the allocation to countries, industries,
and stocks is utilized in portfolio composition, rather than discretionary
shifting in country and industry concentration levels. First, countries are
selected based upon their level of development and equity market institutions.
GNP per capita, local economic diversification, and freedom of investment flows
are the primary considerations in country selection decisions. Most countries
are assigned an equal weight in the Fund unless the size of their equity market
is prohibitive; countries with smaller markets (i.e., less than $5 billion of
market capitalization) are assigned one-half of the weight assigned to countries
with larger markets. Second, all stocks in each eligible country are divided
into five broad economic sector groups: financial, industrial, consumer,
utilities, and natural resources. The Portfolio Manager will generally endeavor
to maintain exposure across all five sectors in each country. Finally, stocks
are selected and purchased to fill out the country and industry structure. Stock
purchase candidates are examined for liquidity, industry representation,
performance relative to industry, and profitability. Under normal market
conditions and assuming Fund size of at least $5 million, the Portfolio Manager
will endeavor to maintain investment exposure to roughly 20 countries and hold
in excess of 200 securities in the Fund. The allocation methodology described
above may be changed from time to time based on evaluations of economic trends
by the Portfolio Manager, consistent with the principles of broad country and
company diversification of the Fund's investments. The Portfolio Manager for the
Structured Emerging Markets Fund is Parametric Portfolio Associates
("Parametric").

For purposes of implementing its investment objective, the Fund invests
primarily in some or all of the following emerging market countries (this list
is not exclusive):

<TABLE>
<S> <C> <C> <C>
Argentina Hong Kong Morocco South Africa
Brazil Hungary Pakistan South Korea
Chile India Peru Sri Lanka
China Indonesia Philippines Taiwan
Colombia Israel Poland Thailand
Czech Republic Jordan Portugal Turkey
Estonia Malaysia Slovakia Venezuela
Greece Mexico Slovenia Zimbabwe
</TABLE>

-3-
<PAGE>

For purposes of allocating the Fund's investments, a company is considered to
be located in the country in which the company is domiciled, and a company's
business "relates to" any emerging market country in which the company's
securities are primarily traded, from which the company derives a significant
portion of its revenues, or in which a significant portion of the company's
goods or services are produced.

Most of the foreign securities in which the Fund invests will be denominated
in foreign currencies. The Fund may engage in foreign currency transactions to
protect itself against fluctuations in currency exchange rates in relation to
the U.S. dollar or to the weighting of a particular foreign currency on the MSCI
Free Index or the Baring Index. Such foreign currency transactions may include
forward foreign currency contracts, foreign exchange futures contracts, and
options thereon, currency exchange transactions on a spot (i.e., cash) basis,
put and call options on foreign currencies. The Fund may invest in stock index
futures contracts, and options thereon, and may sell (write) call and put
options. The Fund may also engage in equity index swap transactions.

Tax-Managed Structured Emerging Markets Fund has the same investment objective
--------------------------------------------
and policies as the Structured Emerging Markets Fund, except that the Fund seeks
to achieve superior after-tax returns for its shareholders in part by minimizing
the taxes they incur in connection with the Fund's investment income and
realized capital gains. While the Fund seeks to minimize investor taxes
associated with the Fund's investment income and realized capital gains, the
Fund may have taxable investment income and may realize taxable gains from time
to time. The Portfolio Manager for the Fund is Parametric.

As specified above, the Fund seeks to achieve after-tax returns for its
shareholders in part by minimizing the taxes they incur in connection with the
Fund's investment income and realized capital gains. Taxes on realized capital
gains are minimized in part by maintaining relatively low portfolio turnover,
and by employing a variety of tax-efficient management strategies. The Fund will
generally seek to avoid realizing net short-term capital gains and, when
realizing gains, will attempt to realize long-term gains (i.e., gains on
securities held for more than 12 months) in such a manner as to maximize the net
gains from securities held for more than 18 months. In particular, the Fund
expects to designate, pursuant to forthcoming regulations, that portion of its
capital gain dividends qualifying as "mid-term gains"-- that is, its net capital
gain deriving from capital assets held for more than one year but not more than
18 months, and potentially eligible for a maximum tax rate of 28% in the hands
of shareholders -- and the balance of such capital gain dividends as deriving
from gains from securities held for more than 18 months, which gains may be
included in a shareholder's computation of its "adjusted net capital gain"
eligible for a maximum tax rate of 20%. Net short-term capital gains, when
distributed, will be taxed as ordinary income, at graduated rates of up to
39.6%. When the Fund decides to sell a particular appreciated security, it will
normally select for sale first those share lots with holding periods exceeding
18 or 12 months and among those, the share lots with the highest cost basis. The
Fund may, when prudent, sell securities to realize capital losses that can be
used to offset realized capital gains.

To protect against price declines in securities holdings with large
accumulated capital gains, the Fund may, to the extent permitted by law, use
hedging techniques such as short sales against-the-box of securities held, the
purchase of put options, the sale of stock index futures contracts, and equity
swaps. By using these techniques rather than selling such securities the Fund
can reduce its exposure to price declines in the securities without realizing
substantial capital gains. The usefulness of such practices have, however, been
substantially reduced in the Tax Relief Act of 1997, effective for transactions
after June 8, 1997.

-4-
<PAGE>

The Fund follows the practice of distributing selected appreciated securities
to meet redemptions of certain investors and may, within certain limits, use the
selection of securities distributed to meet such redemptions as a management
tool. By distributing appreciated securities the Fund can reduce its position in
such securities without realizing capital gains. During periods of net
withdrawals by investors in the Fund, using distributions of securities also
enables the Fund to avoid the forced sale of securities to raise cash for
meeting redemptions.

It is expected that by employing the various tax-efficient management
strategies described, the Fund can minimize the extent to which shareholders
incur taxes as a result of realized capital gains. The Fund may nevertheless
realize gains and shareholders will incur tax liability from time to time.

Unless otherwise noted, the Fund's objective and its restrictions and policies
relating to the investment of its assets are non-fundamental and may be changed
without shareholder approval.

A shareholder's gain upon a taxable disposition of shares held for more than
one year but not more than 18 months will qualify as mid-term gain, and gain
upon a taxable disposition of shares held for more than 18 months may be
included in the shareholder's computation of its adjusted net capital gain.

5. Characteristics and Risks of Securities and Investment Techniques.

The Funds may invest in the securities and utilize the investment techniques
described under the sub-headings "Investment in Companies with Small and Medium
Capitalizations," "Foreign Investments," "Foreign Currency Transactions," "Money
Market Instruments," "Convertible Securities," "Derivative Instruments"
(including "Options on Securities, Securities Indexes, Commodity Indexes and
Currencies," "Swap Agreements," and "Futures Contracts and Options on Futures
Contracts"), "Loans of Portfolio Securities," "Short Sales," "When-Issued,
Delayed Delivery and Forward Commitment Transactions," "Repurchase Agreements,"
"Reverse Repurchase Agreements and Other Borrowings," "Illiquid Securities,"
"Investment in Investment Companies," and "Credit and Market Risk of Fixed
Income Securities" under "Characteristics and Risks of Securities and Investment
Techniques" in the Prospectus.

The annual portfolio turnover rate for the Tax-Managed Structured Emerging
Markets Fund is expected to be less than 25%.

6. Management of the Trust.

Advisory and Administrative Fees
- --------------------------------

The Funds features fixed advisory and administrative fees. For providing or
arranging for the provision of investment advisory services to the Funds, PIMCO
Advisors L.P. receives monthly Advisory Fees from the Structured Emerging
Markets Fund at the annual rate of %____ and from the Tax-Managed Structured
Emerging Markets Fund at the annual rate of %____, each based on the average
daily net assets of the relevant Fund. Pursuant to the portfolio management
agreement between PIMCO Advisors L.P. and Parametric, PIMCO Advisors L.P. (not
the Trust) pays Parametric fees at the annual rate of %___ based on the average
daily net assets of the Structured Emerging Markets Fund and %___ based on the
average daily net assets of the Tax-Managed Structured Emerging Markets Fund.

For providing or procuring administrative services for the Funds as described
above, PIMCO Advisors L.P. (in its capacity as Administrator) receives monthly
Administrative Fees from the Structured Emerging Markets Fund at the annual rate
of %____ and from the Tax-Managed Structured Emerging Markets Fund

-5-
<PAGE>

at the annual rate of %____, each based on the average daily net assets
attributable in the aggregate to the relevant Fund's Class A, Class B and Class
C Shares.

7. Distributions.

Net investment income from interest and dividends, if any, will be declared
and paid at least annually to shareholders of record by the Structured Emerging
Markets Fund. While the Tax-Managed Structured Emerging Markets Fund seeks to
minimize taxable distributions, the Fund may be expected to earn and distribute
taxable income and may also be expected to realize and distribute capital gains
from time to time. Net investment income from interest and dividends, if any,
will be declared and paid at least annually to shareholders of record by the
Tax-Managed Structured Emerging Markets Fund.

-6-
<PAGE>

Prospectus for Class A, Class B and Class C Shares
--------------------------------------------------

-7-
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

Supplement Dated _________, 1997
to the
Prospectus for Institutional Class and Administrative
Class Shares Dated January 17, 1997

Disclosure relating to
PIMCO Columbus Circle International Fund

- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Institutional Class and Administrative Class Shares
dated January 17, 1997 (the "Prospectus").
- --------------------------------------------------------------------------------

1. Date of the Prospectus.

2. New Series.

The Trust intends to offer Institutional Class and Administrative Class
shares of a new series, PIMCO Columbus Circle International Fund (the "Columbus
Circle International Fund" or the "Fund").

3. Expense Information.

Columbus Circle International Fund
----------------------------------

Shareholder Transaction Expenses (Institutional and Administrative Class):
- --------------------------------

Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fees None
Exchange Fee None

Annual Fund Operating Expenses (as a percentage of average daily net assets):
- ------------------------------

Advisory Administrative Service/ Total
Fee Fee 12b-1 Fee Expenses
--- --- --------- --------
Institutional Class Shares None

Administrative Class Shares 0.25%
<PAGE>

Example of Fund Expenses:
- ------------------------

An investor would pay the following expenses on a $1,000 investment
assuming (1) a hypothetical 5% annual return and (2) redemption at the end of
each time period:

1 Year 3 Years
------ -------
Institutional Class Shares
Administrative Class Shares

The above tables are provided to assist investors in understanding the
various expenses which may be borne directly or indirectly in connection with an
investment in the Fund. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE HIGHER OR
LOWER THAN THOSE SHOWN.

4. Investment Objectives and Policies.

Columbus Circle International Fund seeks long-term capital appreciation.
----------------------------------
The Fund invests in an international portfolio of equity and equity-related
securities of companies the principal activities of which are in countries other
than the United States. The Portfolio Manager for the Fund is Columbus Circle
Investors ("Columbus Circle").

The Fund will invest primarily (normally at least 65% of its assets) in
equity securities, including common stocks, preferred stocks and securities
(including debt securities and warrants) convertible into or exercisable for
common stocks. The Fund may temporarily not be invested primarily in equity
securities immediately following the commencement of operations or after receipt
of significant new monies. The Fund may temporarily not contain the number of
securities in which the Fund normally

-2-
<PAGE>

invests if it does not have sufficient assets to be fully invested, or pending
the Portfolio Manager's ability to prudently invest new monies.

The Fund will not normally invest in securities of U.S. issuers traded on
U.S. securities markets. However, when the Portfolio Manager believes that
conditions in international securities markets warrant a defensive investment
strategy, the Fund may temporarily invest up to 100% of its assets in domestic
debt, foreign debt and equity securities principally traded in the U.S.,
including money market instruments, obligations issued or guaranteed by the U.S.
or a foreign government or their respective agencies, authorities or
instrumentalities, or corporate bonds and sponsored American Depository
Receipts.

The Fund will apply the Portfolio Manager's Positive Momentum & Positive
Surprise investment discipline to international markets. See page 41 of the
Prospectus. Asset allocation decisions ("top down") and individual stock
selections ("bottoms up") result from identification of positively surprising
fundamental trends. Fundamental factors considered and their importance vary by
security, but include country factors, e.g., changes in the political
environment or funds flows; macroeconomic factors, e.g., GDP growth, inflation
and interest rates; global secular trends, e.g., global grain shortages or
growth in wireless communications; and industry and company specific factors.
Investments are made when the relevant factors are improving (Positive Momentum)
faster than expected (Positive Surprise). The relevant factors can be country
(top down) or company (bottoms up) specific.

The Portfolio Manager believes that securities markets of many nations can
be expected to move relatively independently of one another, because business
cycles and other economic or political events that influence one country's
securities markets may have little effect on the securities markets of other
countries. By investing in an international portfolio, the Fund seeks to reduce
the risks associated with investing in the economy of only one country.

Unless otherwise noted, the Fund's objective and its restrictions and
policies relating to the investment of its assets are non-fundamental and may be
changed without shareholder approval.

5. Characteristics and Risks of Securities and Investment Techniques.

The Fund may invest in the securities and utilize the investment techniques
described under the sub-headings "Small and Medium Capitalization Stocks,"
"Repurchase Agreements," "Reverse Repurchase Agreements and Other Borrowings,"
"Loans of Portfolio Securities," "Foreign Securities," "Foreign Currency
Transactions," "Derivative Instruments" (including "Options on Securities,
Securities Indexes, and Currencies," "Swap Agreements," and "Futures Contracts
and Options on Futures Contracts"), "Short Sales," "When-Issued, Delayed
Delivery and Forward Commitment Transactions," "Convertible Securities,"
"Investment in Investment Companies," "Credit and Market Risk of Fixed Income
Securities," "Money Market Instruments," and "Illiquid Securities" under
"Characteristics and Risks of Securities and Investment Techniques" in the
Prospectus.

The annual portfolio turnover rate for the Fund is expected to be less than
100%.

-3-
<PAGE>

6. Management of the Trust.

Advisory and Administrative Fees
- --------------------------------

For providing or procuring administrative services for the Fund as
described above, PIMCO Advisors L.P. (in its capacity as Administrator) receives
a monthly Administrative Fee from the Fund at the annual rate of %___ based on
the average daily net assets attributable in the aggregate to the Fund's
Institutional Class and Administrative Class shares.

7. Dividends, Distributions and Taxes.

Net investment income from interest and dividends, if any, will be declared
and paid at least annually to shareholders of record by the Fund.

-4-
<PAGE>

Prospectus for Institutional and Administrative Class Shares
------------------------------------------------------------

The PIMCO Funds: Multi-Manager Series Prospectus for Institutional and
Administrative Class Shares dated January 17, 1997 filed electronically with the
Securities and Exchange Commission via EDGAR on January 21, 1997 (under the
Trust's former name, "PIMCO Funds: Equity Advisors Series") -Registration Nos.
33-36528 and 811-6161, Accession Number: 0000950109-97-000345 - is incorporated
herein by reference.

-5-
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

Supplement Dated _________, 1997
to the
Prospectus for Institutional Class and Administrative
Class Shares Dated January 17, 1997

Disclosure relating to
PIMCO Tax-Managed Structured Emerging Markets Fund

- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Institutional Class and Administrative Class Shares
dated January 17, 1997 (the "Prospectus").
- --------------------------------------------------------------------------------

1. Date of the Prospectus.

2. New Series.

The Trust intends to offer Institutional Class and Administrative Class
shares of a new series, PIMCO Tax-Managed Structured Emerging Markets Fund (the
"Tax-Managed Structured Emerging Markets Fund" or the "Fund").

3. Expense Information.

Tax-Managed Structured Emerging Markets Fund
--------------------------------------------

Shareholder Transaction Expenses (Institutional and Administrative Class):
- --------------------------------

Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fees None
Exchange Fee None

Annual Fund Operating Expenses (as a percentage of average daily net assets):
- ------------------------------
<TABLE>
<CAPTION>
Advisory Administrative Service/ Total
Fee Fee 12b-1 Fee Expenses
--- --- --------- --------
<S> <C> <C> <C> <C>
Institutional Class Shares None

Administrative Class Shares 0.25%
</TABLE>
<PAGE>

Example of Fund Expenses:
- ------------------------

An investor would pay the following expenses on a $1,000 investment assuming
(1) a hypothetical 5% annual return and (2) redemption at the end of each time
period:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Institutional Class Shares
Administrative Class Shares
</TABLE>

The above tables are provided to assist investors in understanding the various
expenses which may be borne directly or indirectly in connection with an
investment in the Fund. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE HIGHER OR
LOWER THAN THOSE SHOWN.

4. Investment Objectives and Policies.

-2-
<PAGE>

Unless otherwise noted, the Fund's objective and its restrictions and policies
relating to the investment of its assets are non-fundamental and may be changed
without shareholder approval.

5. Characteristics and Risks of Securities and Investment Techniques.

The Fund may invest in the securities and utilize the investment techniques
described under the sub-headings "Small and Medium Capitalization Stocks,"
"Repurchase Agreements," "Reverse Repurchase Agreements and Other Borrowings,"
"Loans of Fund Securities," "Foreign Securities," "Foreign Currency
Transactions," "Derivative Instruments" (including "Options on Securities,
Securities Indexes, and Currencies," "Swap Agreements," and "Futures Contracts
and Options on Futures Contracts"), "Short Sales," "When-Issued, Delayed
Delivery and Forward Commitment Transactions," "Convertible Securities,"
"Investment in Investment Companies," "Credit and Market Risk of Fixed Income
Securities," "Money Market Instruments," and "Illiquid Securities" under
"Characteristics and Risks of Securities and Investment Techniques" in the
Prospectus.

The annual portfolio turnover rate for the Fund is expected to be less than
25%.

6. Management of the Trust.

Advisory and Administrative Fees
- --------------------------------

-3-
<PAGE>

portfolio management agreement between PIMCO Advisors L.P. and Parametric, PIMCO
Advisors L.P. (not the Trust) pays Parametric a fee at the annual rate of %___
based on the average daily net assets of the Fund.

7. Dividends, Distributions and Taxes.

While the Fund seeks to minimize taxable distributions, the Fund may be
expected to earn and distribute taxable income and may also be expected to
realize and distribute capital gains from time to time. Net investment income
from interest and dividends, if any, will be declared and paid at least annually
to shareholders of record by the Fund.

-4-
<PAGE>

Prospectus for Institutional and Administrative Class Shares
------------------------------------------------------------

-5-
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

Supplement Dated _________, 1997
to the
Statement of Additional Information Dated January 14, 1997

Disclosure relating to:

1. Two new series of the Trust:
PIMCO Columbus Circle International Fund and
PIMCO Tax-Managed Structured Emerging Markets Fund; and

2. One existing series of the Trust:
PIMCO Structured Emerging Markets Fund (to indicate that Class A,
Class B and Class C Shares may be offered).

- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Statement of Additional Information dated January 14, 1997 (the
"Statement of Additional Information") filed electronically with the Securities
and Exchange Commission via EDGAR on January 21, 1997 (under the Trust's former
name, "PIMCO Funds: Equity Advisors Series") - Registration Nos. 33-36528 and
811-6161, Accession Number: 0000927016-97-000102 - and incorporated herein by
reference.
- --------------------------------------------------------------------------------

1. Date of the Statement of Additional Information.

The date of the Statement of Additional Information is hereby amended
to ________ __, 1997.

2. Two New Series and Additional Classes of an Existing Series.

The Trust intends to offer Institutional Class, Administrative Class, Class
A, Class B and Class C shares of two new series, PIMCO Columbus Circle
International Fund (the "Columbus Circle International Fund") and PIMCO Tax-
Managed Structured Emerging Markets Fund (the "Tax-Managed Structured Emerging
Markets Fund"), and Class A, Class B and Class C shares of an existing series,
PIMCO Structured Emerging Markets Fund (the "Structured Emerging Markets Fund"),
for which Institutional Class and Administrative Class shares have been
registered. The Columbus Circle International Fund, Tax-Managed Structured
Emerging Markets Fund and Structured Emerging Markets Fund are sometimes
referred to herein collectively as the "Funds."

3. Investment Objectives and Policies.

The disclosure under "Investment Objectives and Policies" in the Statement
of Additional Information applicable to the PIMCO International Fund applies to
the Columbus Circle International Fund and the disclosure applicable to the
Structured Emerging Markets Fund applies to the Tax-Managed Structured Emerging
Markets Fund.
<PAGE>

4. Investment Restrictions.

The Columbus Circle International Fund is subject to the same "Fundamental
Investment Restrictions" and "Non-Fundamental Investment Restrictions" as the
PIMCO International Fund and the Tax-Managed Structured Emerging Markets Fund is
subject to the same "Fundamental Investment Restrictions" and "Non-Fundamental
Investment Restrictions" as the PIMCO Structured Emerging Markets Fund specified
under "Investment Restrictions" in the Statement of Additional Information.

5. Management of the Trust.

The disclosure under the subheadings "Trustees," "Officers," "Trustees'
Compensation," "Investment Adviser," "Portfolio Management Agreements" (relating
to Columbus Circle for the Columbus Circle International Fund and Parametric for
the Tax-Managed Structured Emerging Markets Fund) and "Fund Administrator" under
"Management of the Trust" in the Statement of Additional Information apply to
the Funds and is incorporated herein by reference. In addition to the persons
listed under "Trustees," Stephen J. Treadway has been elected as a Trustee of
the Trust.

PIMCO Advisors L.P. receives monthly Advisory Fees from the Columbus Circle
International Fund at the annual rate of ____% and from the Tax-Managed
Structured Emerging Markets Fund at the annual rate of ____%, each based on the
average daily net assets of the relevant Fund.

Pursuant to a Portfolio Management Agreement between PIMCO Advisors L.P.
and Columbus Circle, PIMCO Advisors L.P. pays Columbus Circle a monthly
portfolio management fee at the annual rate of ____% of the average daily net
assets of the Columbus Circle International Fund. Pursuant to a Portfolio
Management Agreement between PIMCO Advisors L.P. and Parametric, PIMCO Advisors
L.P. pays Parametric a monthly portfolio management fee at the annual rate of
____% of the average daily net assets of the Tax-Managed Structured Emerging
Markets Fund.

Under the Administration Agreement, PIMCO Advisors L.P. has agreed to
provide or procure administrative services, and to bear related expenses, in
return for Administrative Fees paid by the Trust at the following annual rates
for each Fund (each expressed as a percentage of the Fund's average daily net
assets attributable in the aggregate to the indicated classes of shares on an
annual basis):
<TABLE>
<CAPTION>

Administrative Fee Rate
-----------------------
Institutional and
Administrative Class A, Class B and
Fund Class Shares Class C Shares
- ---- ------------ --------------
<S> <C> <C>
Structured Emerging .50% .65% of first $2.5 billion
Markets Fund and .60% of amounts in excess of
[Tax-Managed Structured $2.5 billion
Emerging Markets Fund]

Columbus Circle [.25% .40% of first $2.5 billion
International Fund .35% of amounts in excess of $2.5 billion]
</TABLE>

-2-
<PAGE>

6. Distribution of Trust Shares, Portfolio Transactions and
Brokerage, Net Asset Value, Taxation and Other Information.

The Sections "Distribution of Trust Shares," "Portfolio Transactions and
Brokerage," "Net Asset Value," "Taxation" and "Other Information" apply to the
Funds and are incorporated herein by reference.

-3-
<PAGE>

Financial Statements
--------------------

The Financial Statements and Schedules for the Trust (through the
fiscal year ended June 30, 1997) required by Item 23 of Form N-1A will be filed
by post-effective amendment pursuant to Rule 485(b) prior to the effective date
of this post-effective amendment.

-4-
<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements

(1) Part A
Financial Highlights for the Trust through the fiscal year
ended June 30, 1997 will be included in a post-effective
amendment filed under Rule 485(b) prior to the effective
date of this amendment.

(2) Part B
Financial Statements for the Trust through the fiscal year
ended June 30, 1997 will be included in a post-effective
amendment filed under Rule 485(b) prior to the effective
date of this amendment.

(b) Exhibits (the number of each exhibit relates to the exhibit
designation in Form N-1A):

(1) Form of Second Amendment and Restated Agreement and
Declaration of Trust (6)

(2) Form of First Amended and Restated Bylaws (8)

(3) Not Applicable

(4) (a) Article III (Shares) and Article V (Shareholders' Voting
Powers and Meetings) of the Second Amended and Restated
Agreement and Declaration of Trust (6)

(b) Article 9 (Issuance of Shares Certificates) and Article 11
(Shareholders' Voting Powers and Meetings) of the First
Amended and Restated Bylaws (8)

(5) (a) (i) Form of Amended and Restated Investment Advisory
Agreement (8)

(ii) Form of Addendum to Amended and Restated Investment
Advisory Agreement to add PIMCO Columbus Circle
International Fund and PIMCO Tax-
<PAGE>

Managed Structured Emerging Markets Fund to be filed
by post-effective amendment

(b) (i) Form of Portfolio Management Agreement with Pacific
Mutual Life Insurance Company (3)

(ii) Form of Portfolio Management Agreement with Pacific
Investment Management Company (3)

(iii) Form of Portfolio Management Agreement, as amended,
with NFJ Investment Group (8)

(iv) Form of Portfolio Management Agreement, as amended,
with Cadence Capital Management (8)

(v) Form of Portfolio Management Agreement, as amended,
with Parametric Portfolio Associates (8)

(vi) Form of Addendum to Portfolio Management Agreement
with Parametric Portfolio Associates to add PIMCO
Tax-Managed Structured Emerging Markets Fund to be
filed by post-effective amendment

(vii) Form of Amended and Restated Portfolio Management
Agreement with Blairlogic Capital Management (8)

(viii) Form of Amended and Restated Portfolio Management
Agreement with Columbus Circle Investors (8)

(ix) Form of Addendum to Portfolio Management Agreement
with Columbus Circle Investors to add PIMCO Columbus
Circle International Fund to be filed by post-
effective amendment

(x) Form of Portfolio Management Agreement with Van Eck
Associates Corporation (8)

(6) (a) Form of Amended Distribution Contract (8)

(b) Form of Addendum to Distribution Contract to add PIMCO
Columbus Circle International Fund and PIMCO Tax-Managed

-2-
<PAGE>

Structured Emerging Markets Fund to be filed by post-
effective amendment

(7) Not Applicable

(8) (a) Form of Custody Agreement and Addenda (5)

(b) Form of Addendum to Custody Agreement (8)

(d) Form of Addendum to Custody Agreement to be filed by post-
effective amendment

(9) (a) Form of Amended Administration Agreement between the
Trust and PIMCO Advisors L.P. (8)

(b) Form of Addendum to Amended Administration Agreement to add
PIMCO Columbus Circle International Fund and PIMCO Tax-
Managed Structured Emerging Markets Fund to be filed by post-
effective amendment

(d) Form of Agency Agreement and Addenda (5)

(e) Form of Addendum to Agency Agreement (8)

(f) Form of Assignment of Agency Agreement (8)

(g) Form of Addendum to Agency Agreement to be filed by post-
effective amendment

(h) Form of Transfer Agency Agreement with Shareholder Services,
Inc. (7)

(i) Form of Service Plan for Institutional Services Shares (2)

(j) Form of Administrative Services Plan for Administrative Class
Shares (8)

-3-
<PAGE>

(10) Opinion and Consent of Counsel (1)

(11) Consent of Price Waterhouse LLP

(12) Not Applicable

(13) Initial Capital Agreement (1)

(14) Not Applicable

(15) (a) Form of Distribution and Servicing Plan (Class A) (8)

(b) Form of Distribution and Servicing Plan (Class B) (8)

(d) Form of Distribution Plan for Administrative Class Shares (8)

(16) Schedule of Computation of Performance (4)

(17) Financial Data Schedule to be filed via post-effective
amendment under Rule 485(b) prior to the effective date of
this amendment

(18) Form of Amended and Restated Multi-Class Plan (8)

(19) (a) Powers of Attorney and Certificate of Secretary (5)

(b) Power of Attorney for Robert A. Prindiville, E. Philip
Cannon, Donald P. Carter, Gary A. Childress, William D.
Cvengros, Gary L. Light, W. Bryant Stooks, Gerald M. Thorne,
Richard L. Nelson, Lyman W. Porter and Alan Richards

-4-
<PAGE>

_________________

1 Included in Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on November 2, 1990.

2 Included in Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on April 12, 1994.

3 Included in Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on October 14, 1994.

4 Included in Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on December 28, 1994.

5 Included in Post-Effective Amendment No. 22 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on July 1, 1996.

6 Included in Definitive Proxy Statement (File No. 811-06161), as filed on
November 7, 1996.

7 Included in Post-Effective Amendment No. 33 to the Registration Statement on
Form N-1A of PIMCO Advisors Funds (File No. 2-87203), as filed on November
30, 1995.

8. Included in Post-Effective Amendment No. 25 to the Registration Statement on
Form N-1A (File 33-36528), as filed on January 13, 1997.

Item 25. Persons Controlled by or Under Common Control with Registrant.

Not applicable.

-5-
<PAGE>

Item 26. Number of Holders of Securities.

As of July 31, 1997, the number of shareholders of each operational Fund was
as follows:

Institutional Class Administrative Class Class A Class B Class C
Number of Number of Number of Number of Number of
Fund Record Holders Record Holders Record Holders Record Holders Record Holders
<S> <C> <C> <C> <C> <C>

Equity Income Fund......... 107 6 182 303 719
Value Fund................. 186 0 1,015 1,938 5,877
Small Cap Value Fund....... 221 2 655 1,321 2,554
Capital Appreciation Fund.. 288 9 238 394 1,309
Mid Cap Growth Fund........ 268 10 1,293 2,690 6,416
Micro Cap Growth Fund...... 85 5 0 0 0
Small Cap Growth Fund...... 36 2 0 0 0
Core Equity Fund........... 156 5 0 0 0
Mid Cap Equity Fund........ 157 0 0 0 0
Enhanced Equity Fund....... 170 0 0 0 0
Emerging Markets Fund...... 200 3 47 67 281
International Developed
Fund...................... 179 7 56 115 426
Balanced Fund.............. 22 0 36 76 126
Renaissance Fund........... 0 0 2,060 2,608 21,423
Growth Fund................ 0 0 9,195 4,662 101,527
Target Fund................ 0 0 10,935 6,666 80,318
Opportunity Fund........... 0 0 12,248 0 40,738
Innovation Fund............ 0 0 5,825 6,316 19,226
International Fund......... 0 0 1,701 896 21,077
Precious Metals Fund....... 0 0 643 568 4,367
Tax Exempt Fund............ 0 0 108 72 1,873
</TABLE>

Item 27. Indemnification.

Reference is made to Article VIII, Section 1 of the Registrant's Second
Amended and Restated Agreement and Declaration of Trust, which is incorporated
by reference herein.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to the Trust's
Second Amended and Restated Agreement and Declaration of Trust, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, officers or controlling
persons of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustees, officers or controlling persons in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such

-6-
<PAGE>

indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

-7-
<PAGE>

Item 28. Business and Other Connections of Investment Advisor and Portfolio
Managers.

Unless otherwise stated, the principal business address of each organization
listed in 800 Newport Center Drive, Newport Beach, CA 92660.

PIMCO Advisors L.P.
<TABLE>
<CAPTION>

Position
Name with Advisor Other Affiliations
<S> <C> <C>

Walter E. Auch, Sr. Member of Equity Management Consultant;
Board Director, Fort Dearborn
Fund, Shearson VIP fund,
Shearson Advisors Fund,
Shearson TRAK Fund, Banyan
land Trust, Banyan Land Fund
II, Banyan Mortgage Fund,
Allied Healthcare Products,
Inc., First Western Inc.,
DHR Group and Geotech
Industries.

David B. Breed Member of Operating Director, Managing Director
Board and Chief Executive Officer,
Cadence Capital Management,
Inc.; Managing Directors and
Chief Executive Officer,
Cadence Capital Management.

Donald A. Chiboucas Member of Operating Director and President,
Board Columbus Circle Investors
Management, Inc.; Managing
Director and President
Columbus Circle Investors.
</TABLE>

-8-
<PAGE>

William D. Cvengros Chief Executive Trustee and Chairman of the
Officer and Trust; Trustee, Cash
President, Member Accumulation Trust;
of Operating Board, Director, PIMCO Funds
Operating Distribution Company.
Committee, and
Equity Board

Walter B. Gerken Member of Equity Director, Mullin Consulting
Board Inc.; Director, Executive
Services Corps. of Southern
California.

William H. Gross Member of Operating Director and Managing
Board and Equity Director, PIMCO Management,
Board Inc.; Managing Director,
Pacific Investment
Management Company; Senior
Vice President, PIMCO Funds;
Director and Vice President,
StocksPLUS Management, Inc.;
Member of PIMCO Partners LLC.

Brent R. Harris Member of Operating Director and Managing
Board Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment
Management Company; Director
and Vice President,
StocksPLUS Management, Inc.;
Chairman of the Board and
Trustee, PIMCO Funds and
PIMCO Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners LLC.

Amy M. Hogan Member of Operating Managing Director, Columbus
Board Circle Investors; Director,
Columbus Circle Investors
Management, Inc.
</TABLE>

-9-
<PAGE>

<TABLE>
<S> <C> <C>
Donald R. Kurtz Member of Equity Board Formerly, Vice President of
Internal Asset Management,
General Motors Investment
Management Corp. and
Director, Thomson Advisory
Group L.P.

James F. McIntosh Member of Equity Board Executive Director, Allen
Matkins, Leck, Gamble &
Malloy. Formerly, Director
of Pacific Investment
Management Company.

Dean S. Meiling Member of Operating Board Director and Managing
Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment
Management Company; Vice
President, PIMCO Funds and
PIMCO Commercial Mortgage
Securities Trust, Inc.

Donald K. Miller Member of Equity Board Chairman, Greylock Financial
Inc.; Director, Huffy
Corporation, RPM, Inc., and
Christensen Boyles
Corporation; Director,
President and Chief
Executive Officer, TAG Inc.;
Formerly, Director and Vice
Chairman, Thomson Advisory
Group L.P.
</TABLE>

-10-
<PAGE>

<TABLE>
<S> <C> <C>
James F. Muzzy Member of Operating Board Director and Managing
Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment
Management Company; Vice
President, PIMCO Funds;
Director and Vice President,
StocksPLUS Management, Inc.;
Member of PIMCO Partners LLC.

William F. Podlich, III Member of Operating Board Director and Managing
and Equity Board Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment
Management Company; Vice
President, PIMCO Commercial
Mortgage Securities Trust,
Inc.; Member of PIMCO
Partners LLC.

William C. Powers Member of Operating Board Director and Managing
Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment
Management Company; Senior
Vice President, PIMCO
Commercial Mortgage
Securities Trust, Inc.,
Member of PIMCO Partners LLC.

Glenn S. Schafer Member of Equity Board President and Director,
Pacific Mutual Life
Insurance Company; Chairman
and Director, Mutual Service
Corporation, United Planners
Group, Inc., Pacific
Equities Network and Pacific
Financial Holding Company.
</TABLE>

-11-
<PAGE>

<TABLE>
<S> <C> <C>
Irwin F. Smith Member of Operating Chairman and Managing
Board, Operating Director, Columbus Circle
Committee and Equity Investors; Director and
Board Chairman, Columbus Circle
Investors Management, Inc.

Thomas C. Sutton Member of Equity Board Chairman, Chief Executive
Officer and Director,
Pacific Mutual Life
Insurance Company; Chairman,
Trustee and President,
Pacific Select Fund;
Director, United Planner
Group, Inc., Pacific
Equities Network, Mutual
Services Corporation and
Pacific Financial Holding
Company.

William S. Thompson, Jr. Chairman and Member of Director, Managing Director
Operating Board, Member of and Chief Executive Officer,
Operating Committee and PIMCO Management, Inc.;
Equity Board Chief Executive Officer and
Managing Director, Pacific
Investment Management
Company; Director and
President StocksPLUS
Management, Inc.; Vice
President, PIMCO Funds and
PIMCO Commercial Mortgage
Securities Trust, Inc.

Sharon A. Cheever Vice President - Legal and Vice President and
Assistant Secretary Investment Counsel, Pacific
Mutual Life Insurance
Company. Formerly,
Assistant Vice President and
Associate Counsel, Pacific
Mutual Life Insurance Company
</TABLE>

-12-
<PAGE>

<TABLE>
<S> <C> <C>
Robert M. Fitzgerald Senior Vice President - Chief Financial Officer,
Finance, Chief Financial Senior Vice President
Officer and Controller -Finance and Controller,
PIMCO Funds Distribution
Company; Senior Vice
President, Finance and
Controller, Columbus Circle
Investors and Columbus
Circle Investors Management,
Inc.; Assistant Treasurer,
Cadence Capital Management;
Treasurer, Cadence Capital
Management, Inc., NFJ
Investment Group, NFJ
Management Inc., Parametric
Portfolio Associates,
Parametric Management Inc.,
PIMCO Management, Inc., and
StocksPLUS Management, Inc.

Kenneth M. Poovey General Counsel and Board Partner, Latham & Watkins.
Secretary

Robert A. Prindiville Vice President Trustee of the Trust.

Ernest L. Schmider Senior Vice President - Senior Vice President,
Legal and Assistant Secretary, Chief
Secretary Administrative and Legal
Officer, PIMCO Management,
Inc., Director and Assistant
Secretary/Assistant
Treasurer, StocksPLUS
Management, Inc., Vice
President - Legal and
Assistant Secretary, PIMCO
Advisors L.P.
</TABLE>

-13-
<PAGE>

<TABLE>
<S> <C> <C>
Newton B. Schott, Jr. Senior Vice President - Secretary, Columbus Circle
Legal and Secretary Investors, Columbus Circle
Investors Management, Inc.,
Cadence Capital Management,
Inc., NFJ Management, Inc.,
and Parametric Management,
Inc.; Director, Executive
Vice President/Secretary,
PIMCO Funds Distribution
Company, the Trust, and Cash
Accumulation Trust.

Stephen J. Treadway Executive Vice President Director, Chairman, and
President, PIMCO Funds
Distribution Company, and
Trustee, President and Chief
Executive Officer of the
Trust and Cash Accumulation
Trust.

Robert S. Venable Vice President None.

James Ward Senior Vice President None

Richard M. Weil Senior Vice President Assistant Secretary,
and Legal Counsel Columbus Circle Investors,
Columbus Circle Investors,
Inc., Cadence Capital
Management, Cadence Capital
Management, Inc., NFJ
Management, Inc., Parametric
Management, Inc., PIMCO,
PIMCO Management, Inc. and
PIMCO Funds Distribution
Company; Secretary, NFJ
Investment Group, Parametric
Portfolio Associates, and
StocksPLUS Management
</TABLE>

-14-
<PAGE>

Cadence Capital Management
Exchange Place, 53 State Street,
Boston, Massachusetts 02109
<TABLE>
<CAPTION>

Position
Name with Portfolio Manager Other Affiliations
<S> <C> <C>
William B. Bannick Managing Director and Director and Managing
Executive Vice Director, Cadence Capital
President Management, Inc.

David B. Breed Managing Director and Member of Operating
Chief Executive Officer Board, PIMCO Advisors
L.P.; Director, Managing
Director and Chief
Executive Officer,
Cadence Capital
Management, Inc.

Katherine A. Burdon Managing Director None

Mary Ellen Malendez Secretary None

Barbara M. Green Treasurer None

Eric M. Wetlaufer Managing Director None

<CAPTION>
NFJ Investment Group
2121 San Jacinto, Suite 1440,
Dallas, Texas 75201

Position
Name with Portfolio Manager Other Affiliates

Benno J. Fischer Managing Director Director, Managing
Director, and Co-Chairman,
NFJ Management, Inc.

Robert M. Fitzgerald Treasurer and Financial See PIMCO Advisors L.P.
Officer
</TABLE>

-15-
<PAGE>

<TABLE>
<S> <C> <C>
John L. Johnson Managing Director Director, and Co-Chairman
Managing Director, NFJ
Management, Inc.

Jack C. Najrok Managing Director Director, Managing
Director, Co-Chairman, NFJ
Management, Inc.
<CAPTION>
Parametric Portfolio Associates
7310 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104-7090

Position
Name with Portfolio Manager Other Affiliations

William E. Cornelius, Jr. Managing Director Director and Managing
Director, Parametric
Management, Inc.

Mark W. England-Markun Managing Director Director, Managing
Director and Chief
Executive Officer,
Parametric Management,
Inc.

David M. Stein Managing Director and Director and Managing
Chief Financial Officer Director, Parametric
Management, Inc.
<CAPTION>
Pacific Investment Management Company ("PIMCO")
840 Newport Center Drive, Suite 360
Newport Beach, California 92660

Position
Name with Portfolio Manager Other Affiliations

George C. Allan Vice President Vice President, PIMCO
Management, Inc.

Tamara J. Arnold Vice President Vice President, PIMCO
Management, Inc.
</TABLE>

-16-
<PAGE>

<TABLE>
<S> <C> <C>
Leslie A. Barbi Vice President Vice President, PIMCO
Management, Inc.

William R. Benz II Executive Vice President Executive Vice President,
PIMCO Management, Inc.

John B. Brynjolfson Vice President Vice President, PIMCO
Management, Inc.

R. Welsley Burns Executive Vice President Executive Vice President,
PIMCO Management, Inc.;
President, PIMCO, PIMCO
Funds and PIMCO Commercial
Mortgage Securities Trust,
Inc.; Vice President, Cash
Accumulation Trust.

Wendy W. Cupps Vice President Vice President, PIMCO
Management, Inc.

Charles M. Daniels, III Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Anita Dunn Vice President Vice President, PIMCO
Management, Inc.

David H. Edington Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Member
of PIMCO Partners, LLC.

A. Benjamin Ehlert Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Robert A. Ettl Vice President Vice President, PIMCO
Management, Inc.

Robert M. Fitzgerald Treasurer See PIMCO Advisors, L.P.

</TABLE>

-17-
<PAGE>

<TABLE>
<S> <C> <C>
William H. Gross Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Director
and Vice President,
StocksPLUS Management,
Inc.; Senior Vice
President, PIMCO Funds;
Member of Equity and
Operating Boards, PIMCO
Advisors L.P.; Member of
PIMCO Partners LLC.

John L. Hague Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Member
of PIMCO Partners LLC.

Gordon C. Hally Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Pasi M. Hamalainen Vice President Vice President, PIMCO
Management, Inc.

John P. Hardaway Vice President Vice President, PIMCO
Management, Inc.;
Treasurer of the Trust,
PIMCO Funds, PIMCO
Commercial Mortgage
Securities Trust, Inc.,
and Cash Accumulation
Trust.
</TABLE>

-18-
<PAGE>

<TABLE>
<S> <C> <C>
Brent R. Harris Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Director
and Vice President,
StocksPLUS Management,
Inc.; Trustee and
Chairman, PIMCO Funds and
PIMCO Commercial Mortgage
Securities Trust, Inc.;
Member of Operating Board,
PIMCO Advisors L.P.;
Member of PIMCO Partners
LLC.

Douglas M. Hodge Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Brent L. Holden Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Dwight F. Holloway, Jr. Vice President Vice President, PIMCO
Management, Inc.

Jane T. Howe Vice President Vice President, PIMCO
Management, Inc.

Margaret E. Isberg Executive Vice Executive Vice President,
President PIMCO Management, Inc.;
Senior Vice President,
PIMCO Funds.

John S. Loftus Executive Vice President Executive Vice President,
PIMCO Management, Inc.;
Vice President and
Assistant Secretary,
StocksPLUS Management, Inc.
</TABLE>

-19-
<PAGE>

<TABLE>
<S> <C> <C>
Dean S. Meiling Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Vice
President, PIMCO Funds and
PIMCO Commercial Mortgage
Securities Trust, Inc.;
Member of Operating Board,
PIMCO Advisors L.P.;
Member of PIMCO Partners
LLC.

James F. Muzzy Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Director
and Vice President,
StocksPLUS Management,
Inc.; Vice President,
PIMCO Funds; Member of
Operating Board, PIMCO
Advisors L.P.; Member of
PIMCO Partners LLC.

Thomas J. Otterbein Vice President Vice President, PIMCO
Management, Inc.

William F. Podlich, III Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Vice
President, PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of Equity and
Operating Boards, PIMCO
Advisors L.P.; Member of
PIMCO Partners LLC.
</TABLE>

-20-
<PAGE>

<TABLE>

<S> <C> <C>
William C. Powers Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Senior
Vice President PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of Operating Board,
PIMCO Advisors L.P.;
Member of PIMCO Partners
LLC.

Frank B. Rabinovitch Managing Director Director and Managing
Director, PIMCO
Management, Inc., Member
of PIMCO Partners, LLC.

Edward P. Rennie Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Scott L. Roney Vice President Vice President, PIMCO
Management, Inc.

Michael J. Rosborough Vice President Vice President, PIMCO
Management, Inc.

Jeffrey M. Sargent Vice President Vice President of the
Trust, PIMCO Management,
Inc., PIMCO Funds, and
PIMCO Commercial Mortgage
Securities Trust, Inc.

Ernest L. Schmider Senior Vice President, Senior Vice President,
Secretary, Chief Secretary, Chief
Administrative and Legal Administrative and Legal
Officer Officer, PIMCO Management,
Inc.; Director and
Assistant
Secretary/Assistant
Treasurer, StocksPLUS
Management, Inc.; Vice
President - Legal and
Assistant Secretary, PIMCO
Advisors L.P.
</TABLE>

-21-
<PAGE>

<TABLE>

<S> <C>
Leland T. Scholey Senior Vice President Senior Vice President,
PIMCO Management, Inc.,
and PIMCO Funds.

Denise C. Seliga Vice President Vice President, PIMCO
Management, Inc.

Rita J. Seymour Vice President Vice President, PIMCO
Management, Inc.

Lee R. Thomas Executive Vice Executive Vice President,
President PIMCO Management, Inc.

William S. Thompson, Jr. Chief Executive Director, Managing
Officer and Managing Director and Chief
Director Executive Officer, PIMCO
Management, Inc.; Director
and President, StocksPLUS
Management, Inc.; Vice
President of PIMCO Funds
and PIMCO Commercial
Mortgage Securities Trust,
Inc.; Member of Operating
Board, Operating Committee
and Equity Board of PIMCO
Advisors L.P.; Member of
PIMCO Partners LLC.

Benjamin L. Trosky Managing Director Managing Director, PIMCO
Management, Inc.; Senior
Vice President, PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners
LLC.

Andrew C. Ward Vice President Vice President, PIMCO
Management, Inc.; Senior
Vice President, PIMCO
Funds.

Ram Willner Vice President Vice President, PIMCO
Management, Inc.

</TABLE>

-22-
<PAGE>

<TABLE>

<S> <C> <C>
Kristen M. Wilsey Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds.

George H. Wood Vice President Vice President, PIMCO
Management Inc.

Michael A. Yetter Vice President Vice President, PIMCO
Management, Inc.
</TABLE>

Columbus Circle Investors
Metro Center
One Station Place, 8th Floor
Stamford, Connecticut 06902
<TABLE>
<CAPTION>

Position
Name with Portfolio Manager Other Affiliations

<S> <C> <C>
Irwin F. Smith Chairman and Managing Member of Equity and
Director Operating Boards and
Operating Committee,
PIMCO Advisors, L.P.;
Director and Chairman,
Columbus Circle Investors
Management, Inc.

Richard M. Weil Assistant Secretary See PIMCO Advisors L.P.

Louis P. Celentano Managing Director Director and Vice
President,
Columbus Circle Investors
Management, Inc.

Donald A. Chiboucas President and Managing Member of Operating Board,
Director PIMCO Advisors L.P.;
Director and President,
Columbus Circle Investors
Management, Inc.

Robert W. Fehrman Managing Director Director, Columbus Circle
Investors Management, Inc.

Marc Felman Managing Director None
</TABLE>

-23-
<PAGE>

<TABLE>

<S> <C>
Mark Fishman Senior Vice President None

Robert M. Fitgerald Senior Vice President, See PIMCO Advisors L.P.
Finance and Controller

Clifford G. Fox Managing Director None

Winthrop S. Headley Vice President None

Amy M. Hogan Managing Director Member of Operating Board,
PIMCO Advisors L.P.;
Director of Columbus Circle
Investors Management, Inc.

Jashree B. Kemraj Assistant Vice Assistant Vice
President/Assistant President/Assistant
Controller Controller, Columbus Circle
Investors Management Inc.
and PIMCO Funds
Distribution Company.

Jacob Navon Senior Vice President None

Daniel S. Pickett Managing Director Director, Columbus Circle
Investors Management, Inc.
Anthony Rizza Managing Director None

Newton B. Schott, Jr. Secretary See PIMCO Advisors L.P.

C. Paul Tyborowski Managing Director None

Nathaniel J. Belknap Vice President None

Anne Maloney Vice President None

Paul Meeks Vice President None

Michele Montano Senior Vice President None

Paul A. Pantalena Vice President None

Cecelia Pastore Vice President None
</TABLE>

-24-
<PAGE>

<TABLE>

<S> <C> <C>
Harold R. Snedcof Vice President None

Sharon S. Weslow Vice President None
</TABLE>

Blairlogie Capital Management, Limited
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland
<TABLE>
<CAPTION>

Position
Name with Portfolio Manager Other Affiliations

<S> <C> <C>
Gavin R. Dobson Chief Executive Officer Director and Chief
and Managing Director Executive Officer,
Blairlogie Holdings
Limited (U.K.)

James G. S. Smith Chief Investment Officer Director and Chief
and Managing Director Investment Officer,
Blairlogie Holdings
Limited (U.K.)

John R.W. Stevens Chief Financial Officer Director and Chief
and Managing Director Financial Officer
Blairlogie Holdings
Limited (U.K.)
<CAPTION>
Van Eck Associate Corporation
99 Park Avenue
New York, New York 10016

Position
Name with Portfolio Manager Other Affiliations

<S> <C> <C>
Philip DeFeo Director, President and Trustee, Van Eck Funds
Chief Executive Officer ("VEF") and Van Eck
Worldwide Insurance
Trust ("WWIT")
</TABLE>

-25-
<PAGE>

<TABLE>

<S> <C> <C>
John C. Van Eck Chairman of the Board Chairman of the Board
and President, VEF and
WWIT; Chairman of the
Board, Van Eck
Securities Corporation
("VESC"); Director,
Eclipse Financial Asset
Trust. Formerly,
Director Abex Inc.,
Director, The Henley
Group, Inc.

Fred M. Van Eck Director Trustee, VEF and WWIT;
Private Investor,
Director, VESC

Sigrid S. Van Eck Director, Vice Vice President,
President and Assistant Assistant Treasurer and
Treasurer Director of VESC

Jan Van Eck Director Director and Executive
Vice President of VESC

Derek M. Van Eck Director and Executive Director of VESC;
Vice President President Global Hard
Assets and World Trends
Series of the Van Eck
Funds

Michael G. Doorley Vice President, Vice President,
Treasurer, Controller Treasurer, Controller
and Chief Financial and Chief Financial
Officer Officer of VESC; Vice
President, VEF and WWIT

Taddeus M. Leszcynski Vice President, Vice President and
Secretary and General Secretary of VEF and
Counsel WWIT; Vice President,
Secretary and General
Counsel of VESC.

William A. Trebilcock Director, Mining Vice President of VEF;
Research Formerly, Director
Corner Bay Explorations
Ltd. Formerly, Director,
Precambrian Explorations
Inc.
</TABLE>

-26-
<PAGE>

Item 29. Principal Underwriters.

(a) PIMCO Funds Distribution Company (the "Distributor") serves as
Distributor of shares for the Registrant and also of PIMCO Funds:
Pacific Investment Management Series and Cash Accumulation Trust. The
Distributor is a wholly owned subsidiary of PIMCO Advisors L.P., the
Registrant's Adviser.

(b)
<TABLE>
<CAPTION>
Positions and Positions
Name and Principal Offices with and Offices
Business Address* Underwriter with Registrant

<S> <C> <C>
Jeffrey L. Booth Vice President None

James D. Bosch Regional Vice President None

William D. Cvengros Director Trustee

Robert M. Fitzgerald Chief Financial Officer and None
Treasurer

Michael J. Gallagher Vice President None

David S. Goldsmith Vice President None

Ronald H. Gray Vice President None

John B. Hussey Vice President None

Edward W. Janeczek Senior Vice President None

Johnathan C. Jones Vice President None

Jaishree B. Kemraj Assistant Vice President None
and Assistant Controller

William E. Lynch Senior Vice President None

Jacqueline A. McCarthy Vice President None

</TABLE>

-27-
<PAGE>

<TABLE>

<S> <C> <C>
Andrew J. Meyers Executive Vice President None

Fioja Moyer Regional Vice President None

Philip J. Neugebauer Vice President None

Joffrey H. Pearlman Regional Vice President None

Glynne Pisapia Regional Vice President None

Matthew M. Russell Vice President None

Newton B. Schott, Jr. Director, Executive Vice Vice President; Clerk
President, Chief
Administrative Officer and
Secretary

Robert M. Smith Vice President None

David P. Stone Regional Vice President None

William H. Thomas, Jr. Regional Vice President None

Stephen J. Treadway Director, Chairman and President
President

Paul H. Troyer Senior Vice President None

Brian F. Trumbore Executive Vice President None

Timothy G. Uecker Vice President None

Richard M. Weil Assistant Secretary None

Glenn A. Zimmerman Vice President None
</TABLE>

- -----------------

Principal business address for all individuals listed is 2187 Atlantic
Street, Stamford, CT 06902.

(c) The Registrant has no principal underwriter that is not an affiliated
person of the Registrant or an affiliated person of such an affiliated
person.

-28-
<PAGE>

Item 30. Location of Accounts and Records.

The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of Investors Fiduciary
Trust Company, 21 West 10th Street, Kansas City, Missouri 64105, and Shareholder
Services, Inc., P.O. Box 5866, Denver, CO 80217.

Item 31. Management Services.

Not Applicable.

Item 32. Undertakings.

(a) Not Applicable.

(b) (i) Registrant undertakes to file a post-effective amendment using
financial statements of PIMCO Columbus Circle International
Fund, which need not be certified, within four to six months
from the latter of the effective date of Post-Effective
Amendment No. 26 or the date on which shares of the Fund are
first sold (other than shares sold for seed money).

(b)(ii) Registrant undertakes to file a post-effective amendment using
financial statements of PIMCO Tax-Managed Structured Emerging
Markets Fund, which need not be certified, within four to six
months from the latter of the effective date of Post-Effective
Amendment No. 26 or the date on which shares of the Fund are first
sold (other than shares sold for seed money).

(c) Registrant, if requested to do so by the holders of at least 10%
of the Registrants's outstanding shares, will call a meeting of
shareholders for the purpose of voting upon the question of
removal of a trustee or trustees, and will assist communications
among shareholders as set forth within Section 16(c) of the 1940
Act.

(d) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest report to
shareholders, upon request and without charge.

-29-
<PAGE>

NOTICE
------

A copy of the Agreement and Declaration of Trust of PIMCO Funds: Multi-
Manager Series (the "Trust"), together with all amendments thereto, is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees of
the Trust or shareholders of any series of the Trust individually but are
binding only upon the assets and property of the Trust or the respective series.

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment No. 26 to this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Stamford, and
the State of Connecticut on the 12th day of August, 1997.

PIMCO FUNDS: MULTI-MANAGER SERIES

By: /s/ Stephen J. Treadway
-----------------------------------------------
Stephen J. Treadway,
President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 26 has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Stephen J. Treadway Trustee and President August 12, 1997
- --------------------------
Stephen J. Treadway

Robert A. Prindiville* Trustee
- --------------------------
Robert A. Prindiville

John P. Hardaway* Treasurer and Principal
- -------------------------- Financial and Accounting
John P. Hardaway Officer

</TABLE>

<PAGE>

William D. Cvengros* Trustee
- --------------------------
William D. Cvengros

Gary L. Light* Trustee
- --------------------------
Gary L. Light

Trustee
- --------------------------
Joel Segall

Donald P. Carter* Trustee
- --------------------------
Donald P. Carter

E. Philip Cannon* Trustee
- --------------------------
E. Philip Cannon

Gary A. Childress* Trustee
- --------------------------
Gary A. Childress

Richard L. Nelson* Trustee
- --------------------------
Richard L. Nelson

Lyman W. Porter* Trustee
- --------------------------
Lyman W. Porter

Alan Richards* Trustee
- --------------------------
Alan Richards

W. Bryant Stooks* Trustee
- --------------------------
W. Bryant Stooks

Gerald M. Thorne* Trustee
- --------------------------
Gerald M. Thorne

* By: /s/ Stephen J. Treadway
------------------------
Stephen J. Treadway,
Attorney-In-Fact

Date: August 12, 1997

-2-
<PAGE>

EXHIBIT LIST
------------

11. Consent of Price Waterhouse LLP

19(b). Power of Attorney for Robert A. Prindiville, E. Philip Cannon, Donald P.
Carter, Gary A. Childress, William D. Cvengros, Gary L. Light, W. Bryant
Stooks, Gerald M. Thorne, Richard L. Nelson, Lyman W. Porter and Alan
Richards.

19(c). Power of Attorney for John P. Hardaway.

<PAGE>

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 26 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated August 12, 1996, relating to the financial
statements and financial highlights appearing in the June 30, 1996 Annual Report
to Shareholders of the PIMCO Funds: Multi-Manager Series (formerly the PIMCO
Funds: Equity Advisors Series), which is also incorporated by reference into
the Registration Statement. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectus and under the headings
"Independent Accountants" and "Financial Statements" in the Statement of
Additional Information.

/s/ Price Waterhouse LLP
Price Waterhouse LLP

Kansas City, Missouri
August 15, 1997

<PAGE>

Exhibit 19(b)

POWER OF ATTORNEY

We, the undersigned Trustees of PIMCO Funds: Multi-Manager Series and Cash
Accumulation Trust, hereby severally constitute and appoint Robert A.
Prindiville, Stephen J. Treadway, Newton B. Schott, Jr., R. Wesley Burns, Teresa
A. Wagner and Joseph B. Kittredge, Jr., our true and lawful attorneys, with full
power to each of them to sign for us, and in our name and in the capacities
indicated below, any and all amendments (including post-effective amendments) to
the Registration Statements of PIMCO Funds: Multi-Manager Series and Cash
Accumulation Trust on Form N-1A and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorney lawfully
could do or cause to be done by virtue hereof.

Name: Capacity: Date:
- ----- --------- -----
<S> <C> <C>

/s/ Robert A. Prindiville Trustee February 9, 1997
- ------------------------------ -------------------
Robert A. Prindiville

/s/ E. Philip Cannon Trustee February 9, 1997
- ------------------------------ -------------------
E. Philip Cannon

/s/ Donald P. Carter Trustee February 9, 1997
- ------------------------------ -------------------
Donald P. Carter

/s/ Gary A. Childress Trustee February 9, 1997
- ------------------------------ -------------------
Gary A. Childress

/s/ William D. Cvengros Trustee February 9, 1997
- ------------------------------ -------------------
William D. Cvengros

/s/ Gary L. Light Trustee February 9, 1997
- ------------------------------ -------------------
Gary L. Light

Trustee February 9, 1997
- ------------------------------ -------------------
Joel Segall

/s/ W. Bryant Stooks Trustee February 9, 1997
- ------------------------------ -------------------
W. Bryant Stooks
</TABLE>
<PAGE>

/s/ Gerald M. Thorne Trustee February 9, 1997
- ------------------------------ -------------------
Gerald M. Thorne

/s/ Richard L. Nelson Trustee February 9, 1997
- ------------------------------ -------------------
Richard L. Nelson

/s/ Lyman W. Porter Trustee February 9, 1997
- ------------------------------ -------------------
Lyman W. Porter

/s/ Alan Richards Trustee February 9, 1997
- ------------------------------ -------------------
Alan Richards
</TABLE>

<PAGE>

Exhibit 19(c)

POWER OF ATTORNEY
-----------------

I, the undersigned Treasurer and Principal Financial and Accounting Officer
of PIMCO Funds: Multi-Manager Series and Cash Accumulation Trust, hereby
constitute and appoint Robert A. Prindiville, Stephen J. Treadway, Newton B.
Schott, Jr. and Joseph B. Kittredge, Jr., and each of them singly, my true and
lawful attorneys, with full power to them and each of them, to sign for me, and
in my name and in the capacities indicated below, any and all amendments
(including post-effective amendments) to the Registration Statements of PIMCO
Funds: Multi-Manager Series and Cash Accumulation Trust on Form N-1A and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys full power and authority to do and perform each and every act and
thing requisite or necessary to be done in the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys or any of them lawfully could do or cause to be done by
virtue hereof.

Name: Capacity: Date:
- ----- --------- -----
<S> <C> <C>

/s/ John P. Hardaway Treasurer and Principal 2/9/97
- ------------------------ Financial and Accounting
John P. Hardaway Officer
</TABLE>