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As filed with the Securities and Exchange Commission on December 30, 1999
Registration Nos. 33-36528;
811-6161
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / X /
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Amendment No. 47 / X /
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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)
1-800-927-4648
(Registrant's telephone number, including area code)
Name and address
of agent for service: Copies to:
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Stephen J. Treadway Newton B. Schott, Jr., Joseph B. Kittredge, Esq.
c/o PIMCO Funds Esq. Ropes & Gray
Distributors LLC c/o PIMCO Funds One International Place
2187 Atlantic Street Distributors LLC Boston, Massachusetts
Stamford, Connecticut 2187 Atlantic Street 02110
06902 Stamford, Connecticut
06902
It is proposed that this filing will become effective immediately upon filing in
accordance with Section 8 of the Investment Company Act of 1940.
This Post-Effective Amendment relates solely to the PIMCO Global Innovation
Fund, a new series of the Registrant. No information relating to any other
series of the Registrant is amended or superseded hereby.
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PIMCO FUNDS: MULTI-MANAGER SERIES
PIMCO GLOBAL INNOVATION FUND
Private Placement Memorandum
December 31, 1999
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Note: The PIMCO GLOBAL INNOVATION FUND (the "Fund") is one of twenty-seven
separate investment portfolios of PIMCO Funds: Multi-Manager Series, an open-end
series management investment company (the "Trust"). The other series are offered
pursuant to separate prospectuses. Reference is made to the Trust's Prospectus
for Institutional and Administrative Class shares dated November 1, 1999 (the
"Institutional Prospectus"), which was filed as part of Post-Effective Amendment
No. 43 to the Trust's Registration Statement on Form N-1A (the "Registration
Statement") on October 29, 1999, portions of which are incorporated herein by
reference. In the Institutional Prospectus, references to the "Funds" or a
"Fund" are deemed to refer to the PIMCO Global Innovation Fund unless otherwise
set forth herein or therein or unless the context otherwise requires.
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This Private Placement Memorandum concisely describes the information which
investors ought to know about the Fund before investing. Please read this
memorandum carefully and keep it for further reference. The Institutional
Prospectus and a Statement of Additional Information for the Fund dated December
31, 1999, as revised from time to time, is available free of charge by writing
to PIMCO Funds: Multi-Manager Series, 840 Newport Center Drive, Suite 300,
Newport Beach, CA 92660 or by calling 1-800-927-4648. The Statement of
Additional Information, which contains more detailed information about the Fund
and the Trust, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Private Placement Memorandum.
The Fund does not intend to offer its shares for sale to the public at this
time. The Fund may in the future offer shares to the public pursuant to an
amendment to the Trust's Registration Statement, as discussed below under
"Investment Options."
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY
INFORMATION WITH RESPECT TO THE SHARES EXCEPT SUCH INFORMATION AS IS CONTAINED
IN THIS MEMORANDUM AND IN THE STATEMENT OF ADDITIONAL INFORMATION OR IN OTHER
MATERIALS APPROVED BY THE TRUST. NO SALES MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN MATTERS
DISCUSSED HEREIN SINCE THE DATE HEREOF.
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INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
The Fund seeks to achieve its investment objective by normally investing at
least 65% of its assets in common stocks of companies which utilize innovative
technologies to gain a strategic competitive advantage in their industry, as
well as companies that provide and service those technologies. The Fund
identifies its investment universe of technology-related companies primarily by
reference to classifications made by independent firms, such as Standard &
Poor's. Although the Fund emphasizes companies which utilize technologies, it is
not required to invest exclusively in companies in a particular business sector
or industry.
The portfolio manager selects stocks for the Fund using a "growth" style.
The portfolio manager seeks to identify technology-related companies with well-
defined "wealth creating" characteristics, including superior earnings growth
(relative to companies in the same industry or the market as a whole), high
profitability and consistent, predictable earnings. In addition, through
fundamental research, the portfolio manager seeks to identify dominant companies
that are gaining market share, have superior management and possess a
sustainable competitive advantage, such as superior or innovative products,
personnel and distribution systems. The Fund sells stocks when the portfolio
manager believes that earnings, sentiment and relative performance are
disappointing or if an alternative investment is more attractive.
The Fund may also invest in other kinds of equity securities, including
preferred stocks and convertible securities. The Fund will invest in the
securities of issuers located in at least three countries (one of which may be
the United States). The Fund may utilize foreign currency exchange contracts and
derivative instruments (such as stock index futures contracts), primarily for
risk management or hedging purposes.
In response to unfavorable market and other conditions, the Fund may make
temporary investments of some or all of its assets in high-quality fixed income
securities. This would be inconsistent with the Fund's investment objective
and principal strategies.
Principal Risks
Among the principal risks of investing in the Fund, which could
adversely affect its net asset value, yield and total return, are:
.Market Risk .Derivatives Risk .Management Risk
.Issuer Risk .Leveraging Risk .Foreign Investment
.Growth Securities Risk .Concentration Risk Risk
.Smaller Company Risk .Emerging Markets Risk .Currency Risk
.Liquidity Risk .Credit Risk
Please see "Summary of Principal Risks" following the Fund Summaries
in the Institutional Prospectus for a description of these and other
risks of investing in the Fund.
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Additional Risks of Investing in the Fund
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In addition to the risks described under "Principal Risks" above, the Fund
is newly formed and therefore has no history upon which investors can evaluate
its likely performance. Accordingly, there can be no assurance that the Fund
will achieve its investment objective. Also, it is possible that the Fund may
invest in securities offered in initial public offerings and other similar
transactions which, because of the Fund's small size, may have a
disproportionate impact on the Fund's performance results. The Fund would not
necessarily achieve the same performance results if its aggregate net assets
were greater.
MANAGEMENT OF THE FUND
Management of the Fund's Investment Portfolio
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The Fund's investment portfolio is managed by Dennis P. McKechnie, a Vice
President of the Trust. Mr. McKechnie is also a Portfolio Manager at the PIMCO
Equity Advisors division ("PIMCO Equity Advisors") of PIMCO Advisors L.P.
("PIMCO Advisors"). PIMCO Advisors serves as investment adviser to the other
series of the Trust. Additional information about Mr. McKechnie, PIMCO Advisors
and PIMCO Equity Advisors can be found in the Institutional Prospectus under
"Management of the Funds--Investment Adviser and Administrator" and "Management
of the Funds--PIMCO Equity Advisors," which are incorporated herein by
reference.
The Fund does not pay any fee to Mr. McKechnie or to PIMCO Advisors for Mr.
McKechnie's services as the Fund's portfolio manager. However, it is
anticipated that in the future the Fund may offer Institutional and
Administrative Class shares to the public, as discussed under "Investment
Options," at which time the Fund would, subject to the approval of the Board of
Trustees of the Trust and the shareholders of the Fund, enter into an Investment
Advisory Agreement with PIMCO Advisors pursuant to which PIMCO Advisors will
assume responsibility for managing the Fund's investment portfolio.
Mr. McKechnie is expected to continue as the Fund's portfolio manager if
and when PIMCO Advisors assumes responsibility for managing the Fund's
portfolio. The Trust believes that the assumption by PIMCO Advisors of this
responsibility will have no effect on how the Fund's portfolio is managed.
Fund Administrator
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PIMCO Advisors serves as the Fund's administrator. Information about the
Fund's administration arrangements is found in the Institutional Prospectus
under "Management of the Funds--Administrative Fees," which is incorporated
herein by reference. The Fund pays PIMCO Advisors administrative fees at the
annual rate of 0.40% of the Fund's average daily net assets.
Distributor
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The Fund's distributor is PIMCO Funds Distributor LLC, a wholly owned
subsidiary of PIMCO Advisors. Information about the Distributor is found in the
Institutional Prospectus under the caption "Management of the Funds--
Distributor," which is incorporated herein by reference.
INVESTMENT OPTIONS
The Fund does not intend to offer its shares for sale to the public at this
time. In the future, the Fund may offer Institutional and Administrative Class
shares to the public pursuant to an amendment to the Trust's Registration
Statement. Information about Institutional and Administrative Class shares of
the Trust is found in the section of the Institutional Prospectus captioned
"Investment Options -- Institutional and Administrative Class Shares," which is
incorporated herein by reference.
ADDITIONAL INFORMATION
Information about how Fund shares are priced, Fund distributions and the
tax consequences of investing in the Fund can be found in the sections of the
Institutional Prospectus captioned, respectively, "How Fund Shares Are Priced,"
"Fund Distributions," and "Tax Consequences," which are incorporated herein by
reference. The Fund intends to declare and distribute income dividends at least
annually. In addition, the Fund intends to distribute any capital gains it earns
from the sale of portfolio securities to shareholders no less frequently than
annually.
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PIMCO FUNDS: MULTI-MANAGER SERIES
PIMCO GLOBAL INNOVATION FUND
STATEMENT OF ADDITIONAL INFORMATION
December 31, 1999
This Statement of Additional Information of PIMCO Global Innovation Fund
(the "Fund") is neither a prospectus nor a private placement memorandum, and
should be read in conjunction with the Private Placement Memorandum of the Fund
dated December 31, 1999, as supplemented from time to time.
The Statement of Additional Information of PIMCO Funds: Multi-Manager
Series (the "Trust") dated November 1, 1999, as from time to time amended or
supplemented (the "Trust SAI") is incorporated herein by reference. In the Trust
SAI, references to the "Funds" or a "Fund" are deemed to refer to the PIMCO
Global Innovation Fund unless otherwise set forth herein or unless the context
otherwise requires. This Statement of Additional Information relates solely to
the PIMCO Global Innovation Fund, and does not amend or supercede any disclosure
relating to any other series of the Trust.
A copy of the Private Placement Memorandum and the Trust SAI may be
obtained free of charge at the address and phone number listed below:
PIMCO Funds
840 Newport Center Drive
Suite 300
Newport Beach, California 92660
Telephone: 1-800-927-4648
1-800-987-4626 (PIMCO
Infolink Audio Response Network)
The Fund does not intend to offer its shares for sale to the public at this
time. The Fund may in the future offer shares to the public pursuant to an
amendment to the Trust's Registration Statement, as discussed in the Private
Placement Memorandum under "Investment Options."
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY
INFORMATION WITH RESPECT TO THE SHARES EXCEPT SUCH INFORMATION AS IS CONTAINED
IN THE PRIVATE PLACEMENT MEMORANDUM AND IN THIS STATEMENT OF ADDITIONAL
INFORMATION OR IN OTHER MATERIALS APPROVED BY THE TRUST. NO SALES MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN MATTERS DISCUSSED HEREIN SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
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PAGE
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THE TRUST.............................................................. 1
INVESTMENT OBJECTIVES AND POLICIES..................................... 1
INVESTMENT RESTRICTIONS................................................ 2
Fundamental Investment Restrictions............................... 2
Non-Fundamental Investment Restrictions........................... 4
MANAGEMENT OF THE TRUST................................................ 6
DISTRIBUTION OF TRUST SHARES........................................... 9
PORTFOLIO TRANSACTIONS AND BROKERAGE................................... 11
Portfolio Turnover................................................ 12
NET ASSET VALUE........................................................ 13
TAXATION............................................................... 14
OTHER INFORMATION...................................................... 15
Capitalization.................................................... 15
Performance Information........................................... 16
Year 2000 Readiness Disclosure.................................... 17
Compliance Efforts Related to the Euro............................ 18
Voting Rights..................................................... 18
Certain Ownership of Trust Shares................................. 19
Custodian......................................................... 20
Independent Accountants........................................... 21
Transfer and Shareholder Servicing Agents......................... 21
Legal Counsel..................................................... 21
Registration Statement............................................ 21
Financial Statements.............................................. 21
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THE TRUST
PIMCO Funds: Multi-Manager Series (the "Trust"), is an open-end management
investment company ("mutual fund") that currently consists of twenty-seven
separate diversified investment series, including PIMCO Global Innovation Fund
(the "Fund") (but not including any other series of the Trust which may
currently be in registration). The following twenty-three series invest directly
in common stocks and other securities and instruments: the Equity Income Fund,
the Value Fund, the Renaissance Fund, the Tax-Efficient Equity Fund, the
Enhanced Equity Fund, the Growth Fund, the Value 25 Fund, the Mega-Cap Fund, the
Capital Appreciation Fund, the Mid-Cap Growth Fund, the Core Equity Fund, the
Mid-Cap Equity Fund, the Target Fund, the Small-Cap Value Fund, the Small-Cap
Growth Fund, the Opportunity Fund, the Micro-Cap Growth Fund, the Innovation
Fund, the International Fund, the International Growth Fund, the Tax-Efficient
Structured Emerging Markets Fund, the Structured Emerging Markets Fund and the
Precious Metals Fund. Three additional series, PIMCO Funds Asset Allocation
Series -90/10 Portfolio (the "90/10 Portfolio"), PIMCO Funds Asset Allocation
Series -60/40 Portfolio (the "60/40 Portfolio"), and PIMCO Funds Asset
Allocation Series -30/70 Portfolio (the "30/70 Portfolio," and together with the
90/10 Portfolio and the 60/40 Portfolio, the "Portfolios"), are so-called
"funds-of-funds" which invest all of their assets in certain series of the
Trust and other series in the PIMCO Funds family.
The Trust was organized as a Massachusetts business trust on August 24,
1990. On January 17, 1997, the Trust and PIMCO Advisors Funds, a separate
trust, were involved in a transaction in which certain series of PIMCO Advisors
Funds reorganized into series of the Trust. In connection with this
transaction, the Trust changed its name from PIMCO Funds: Equity Advisors
Series to its current name. Prior to being known as PIMCO Funds: Equity
Advisors Series, the Trust was named PIMCO Advisors Institutional Funds, PFAMCO
Funds and PFMACO Fund.
INVESTMENT OBJECTIVES AND POLICIES
In addition to the principal investment strategies and the principal risks
of the Fund described in the Private Placement Memorandum, each Fund may employ
other investment practices and may be subject to additional risks which are
described below. The Fund may engage in each of the practices described in the
following subsections of the section of the Trust SAI captioned "Investment
Objectives and Policies," which are incorporated herein by reference: "U.S.
Government Securities," "Borrowing," "Preferred Stock," "Corporate Debt
Securities," "High Yield Securities," "Loan Participations and Assignments,"
"Participation on Creditors Committees," "Variable and Floating Rate
Securities," "Mortgage Related and Asset-Backed Securities," "Convertible
Securities," "Foreign Securities," "Foreign Currencies," "Bank Obligations" (to
the same extent as the PIMCO Innovation Fund), "Commercial Paper" (to the same
extent as the PIMCO Innovation Fund), "Money Market Instruments," "Derivative
Instruments" (to the same extent as the PIMCO Innovation Fund), "When-Issued,
Delayed Delivery and Forward Commitment Transactions," "Warrants to Purchase
Securities," "Repurchase Agreements," "Securities Loans" (to the same extent as
the PIMCO Innovation Fund), "Stocks of Small and Medium Capitalization
Companies," "Illiquid Securities," "Inflation-Indexed Bonds," "Delayed Funding
Loans and Revolving Credit Facilities," "Catastrophe Bonds" and "Hybrid
Instruments."
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INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions
The investment restrictions set forth below are fundamental policies of the
PIMCO Global Innovation Fund and may not be changed without shareholder approval
by vote of a majority of the outstanding voting securities of the Fund. Under
these restrictions:
(1) The Fund may borrow money to the maximum extent permitted by law,
including without limitation (i) borrowing from banks or entering into reverse
repurchase agreements, or employing similar investment techniques, and pledging
its assets in connection therewith, if immediately after each borrowing and
continuing thereafter there is asset coverage of 300%, and (ii) entering into
reverse repurchase agreements and transactions in options, futures, options on
futures, and forward foreign currency contracts.
Under the following fundamental investment restrictions, the Fund may NOT:
(2) pledge, hypothecate, mortgage or otherwise encumber its assets in
excess of 10% of such Fund's total assets (taken at cost) and then only to
secure borrowings permitted by Restriction (1) above. (The deposit of
securities or cash or cash equivalents in escrow in connection with the writing
of covered call or put options, respectively, is not deemed to be pledges or
other encumbrances.) (For the purpose of this restriction, collateral
arrangements with respect to the writing of options, futures contracts, options
on futures contracts, and collateral arrangements with respect to initial and
variation margin are not deemed to be a pledge of assets and neither such
arrangements nor the purchase or sale of futures or related options are deemed
to be the issuance of a senior security.);
(3) underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under federal securities laws;
(4) purchase or sell real estate, although it may purchase securities of
issuers which deal in real estate, including securities of real estate
investment trusts, and may purchase securities which are secured by interests in
real estate;
(5) acquire more than 10% of the voting securities of any issuer, both
with respect to the Fund and to the Funds listed in the Trust SAI to which
the same policy relates, in the aggregate; or
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(6) concentrate more than 25% of the value of its total assets in any one
industry; except that the Global Innovation Fund will concentrate more than 25%
of its assets in companies which use innovative technologies to gain a
strategic, competitive advantage in their industry as well as companies that
provide and service those technologies.
The investment objective of the Fund is non-fundamental and may be
changed by the Trustees without shareholder
approval.
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Non-Fundamental Investment Restrictions
The Fund is also subject to the following non-fundamental restrictions and
policies (which may be changed without shareholder approval) and, unless
otherwise indicated, may not:
(1) invest in (a) securities which at the time of such investment are not
readily marketable, (b) securities the disposition of which is restricted under
federal securities laws, (c) repurchase agreements maturing in more than seven
days, (d) OTC options (to the extent described above under "Derivative
Instruments -- OTC Options"), and (e) IO/PO SMBS (as described in the Trust SAI
under "Mortgage-Related and Asset-Backed Securities -- Stripped Mortgage -
Backed Securities") if, as a result, more than 15% of the Fund's net assets,
taken at current value, would then be invested in securities described in (a),
(b), (c), (d) and (e) above. For the purpose of this restriction, securities
subject to a 7-day put option or convertible into readily saleable securities or
commodities are not included with subsections (a) or (b);
(2) purchase securities on margin, except such short-term credits as may
be necessary for the clearance of purchases and sales of securities. (For this
purpose, the deposit or payment by a Fund of initial or variation margin in
connection with futures contracts or related options transactions is not
considered the purchase of a security on margin.);
(3) make short sales of securities or maintain a short position for the
account of a Fund unless at all times when a short position is open such Fund
owns an equal amount of such securities or owns or has the right to acquire
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securities which, without payment of any further consideration, are convertible
into or exchangeable for securities of the same issue as, and equal in amount
to, the securities sold short;
(4) purchase or sell commodities or commodity contracts except that the
Fund may purchase and sell financial futures contracts and related options;
(5) make loans, except by purchase of debt obligations or by entering into
repurchase agreements or through the lending of the Fund's portfolio securities
with respect to not more than 25% of its total assets (33 1/3% in the case of
the Target Fund);
(6) with respect to 75% of the Fund's total assets, invest in securities of
any issuer if, immediately after such investment, more than 5% of the total
assets of the Fund (taken at current value) would be invested in the securities
of such issuer; provided that this limitation does not apply to bank
certificates of deposit or to obligations issued or guaranteed as to interest
and principal by the U.S. government or its agencies or instrumentalities;
(7) purchase securities the disposition of which is restricted under the
federal securities laws (excluding for purposes of this restriction securities
offered and sold pursuant to Rule 144A of the 1933 Act and Section 4(2)
commercial paper) if, as a result, such investments would exceed 15% of the
value of the net assets of the Fund;
(8) write (sell) or purchase options except that the Fund may (a) write
covered call options or covered put options on securities that it is eligible to
purchase and enter into closing purchase transactions with respect to such
options, and (b) in combination therewith, or separately, purchase put and call
options on securities it is eligible to purchase, and (c) the Fund may engage in
options on securities indexes, options on foreign currencies, options on futures
contracts, and options on other financial instruments or one or more groups of
instruments; provided that the premiums paid by the Fund on all outstanding
options it has purchased do not exceed 5% of its total assets. The Fund may
enter into closing sale transactions with respect to options it has purchased;
(9) invest more than 15% of the net assets of the Fund (taken at market
value at the time of the investment) in "illiquid securities," illiquid
securities being defined to include repurchase agreements maturing in more than
seven days, certain loan participation interests, fixed time deposits which are
not subject to prepayment or provide withdrawal penalties upon prepayment (other
than overnight deposits), or other securities which legally or in the Adviser's
or Sub-Adviser's opinion may be deemed illiquid (other than securities issued
pursuant to Rule 144A under the 1933 Act and certain commercial paper that the
Adviser or Sub-Adviser has determined to be liquid under procedures approved by
the Board of Trustees); or
(10) borrow money (excluding reverse repurchase agreements which are
subject to such Fund's fundamental borrowing restriction), except for temporary
administrative purposes.
Unless otherwise indicated, all limitations applicable to the Fund's
investments apply only at the time a transaction is entered into. Any subsequent
change in a rating assigned by any rating service to a security (or, if unrated,
deemed to be of comparable quality), or change in the percentage of the Fund's
assets invested in certain securities or other instruments resulting from market
fluctuations or other changes in the Fund's total assets will not require the
Fund to dispose of an investment until the Fund's portfolio manager determines
that it is practicable to sell or close out the investment without undue market
or tax consequences to the Fund. In the event that ratings services assign
different ratings to the same security, the Fund's portfolio manager
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will determine which rating it believes best reflects the security's quality and
risk at that time, which may be the higher of the several assigned ratings.
The phrase "shareholder approval," as used in the Private Placement
Memorandum and the Institutional Prospectus, and the phrase a "vote of a
majority of the outstanding voting securities," as used herein, means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or the Trust, as the case may be, or (2) 67% or more of the shares of
the Fund or the Trust, as the case may be, present at a meeting if more than 50%
of the outstanding shares are represented at the meeting in person or by proxy.
MANAGEMENT OF THE TRUST
Trustees and Officers
The business of the Trust is managed under the direction of the Trust's
Board of Trustees. Subject to the provisions of the Trust's Declaration of
Trust, its By-Laws and Massachusetts law, the Trustees have all powers necessary
and convenient to carry out this responsibility, including the election and
removal of the Trust's officers.
Information about the Trustees and officers of the Trust is set forth in
the sections of the Trust SAI captioned "Management of the Trust -- Trustees and
Officers," except that Mr. Segal resigned as a Trustee in December, 1999 and
Messrs. Burns and Weil resigned as officers of the Trust in December 1999, and
"Management of the Trust -- Trustees Compensation."
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Investment Adviser
As set forth in the Private Placement Memorandum under "Management of the
Fund -- Management of the Fund's Investment Portfolio," the Trust does not
retain an investment adviser to manage the Fund's investment portfolio. Instead,
Mr. Dennis McKechnie, a Vice President of the Trust, manages the Fund's
portfolio. As noted in such section, it is expected that PIMCO Advisors L.P.
("PIMCO Advisors") will assume portfolio management responsibility for the Fund
in the future. Information about PIMCO Advisors and its affiliates is set forth
in the Trust SAI in the section captioned "Management of the Trust--Investment
Adviser," and is incorporated herein by reference.
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Fund Administrator
PIMCO Advisors serves as administrator (and is referred to in this capacity
as the "Administrator") to the Fund. Information about the administration
arrangements of the Trust is included in the section of the Trust SAI captioned
"Management of the Trust -- Fund Amdinistrator." For its services as
administrator, the Fund pays PIMCO Advisors administrative fees at the annual
rate of 0.40% of the Fund's average daily net assets.
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DISTRIBUTION OF TRUST SHARES
Distributor and Multi-Class Plan
PIMCO Funds Distributors LLC (the "Distributor") serves as the principal
underwriter of the Fund's shares. The Distributor is a wholly-owned
subsidiary of PIMCO Advisors. The Distributor, located at 2187 Atlantic Street,
Stamford, Connecticut 06902, is a broker-dealer registered with the Securities
and Exchange Commission.
Neither the Fund nor the Distributor charge any sales loads or Rule 12b-1
fees with respect to the Fund.
Information about the Trust's purchase, sale and redemption arrangements is
set forth in the Trust SAI under "Distribution of Trust Shares--Purchases,
Exchanges and Redemptions," and is incorporated herein by reference.
The Fund does not currently offer its shares to the public.
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Redemptions in Kind
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The Trust is committed to paying in cash all requests for redemptions by
any shareholder of record of the Funds and Portfolios, limited in amount with
respect to each shareholder during any 90-day period to the lesser of (i)
$250,000, or (ii) 1% of the net asset value of the Trust at the beginning of
such period. Although the Trust will normally redeem all shares for cash, it may
redeem amounts in excess of the lesser of (i) or (ii) above by payment in kind
of securities held by the particular Fund or Portfolio. When shares are
redeemed in kind, the redeeming shareholder should expect to incur transaction
costs upon the disposition of the securities received in the distribution.
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PORTFOLIO TRANSACTIONS AND BROKERAGE
Information about investment decisions and portfolio transactions for the
Fund and about the Fund's brokerage arrangements is included in the Trust SAI in
the section captioned "Portfolio Transactions and Brokerage." In such sections,
references to actions taken or decisions made by the Adviser or a Sub-Adviser
will be deemed to include references to the Fund's portfolio manager, unless the
context otherwise requires.
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Portfolio Turnover
A change in the securities held by the Fund is known as "portfolio
turnover." The portfolio manager manages the Fund without regard generally to
restrictions on portfolio turnover, except those imposed on their ability to
engage in short-term trading by provisions of the federal tax laws. The use of
futures contracts and other derivative instruments with relatively short
maturities may tend to exaggerate the portfolio turnover rate for the Fund.
Trading in fixed income securities does not generally involve the payment of
brokerage commissions, but does involve indirect transaction costs. The use of
futures contracts may involve the payment of commissions to futures commission
merchants. High portfolio turnover (e.g., greater than 100%) involves
correspondingly greater expenses to the Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestments in other securities. The higher the rate of portfolio turnover of
the Fund, the higher these transaction costs borne by the Fund generally will
be. Such sales may result in realization of taxable capital gains (including
short-term capital gains which are generally taxed to shareholders at ordinary
income tax rates). To the extent portfolio turnover results in the realization
of net short-term capital gains, such gains are generally taxed to shareholders
at ordinary income tax rates. See "Taxation."
The portfolio turnover rate of the Fund is calculated by dividing (a) the
lesser of purchases or sales of portfolio securities for the particular fiscal
year by (b) the monthly average of the value of the portfolio securities owned
by the Fund during the particular fiscal year. In calculating the rate of
portfolio turnover, there is excluded from both (a) and (b) all securities,
including options, whose maturities or expiration dates at the time of
acquisition were one year or less. Proceeds from short sales and assets used to
cover short positions undertaken are included in the amounts of securities sold
and purchased, respectively, during the year.
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The portfolio turnover rate for the Fund is expected to be approximately
the same as that of the PIMCO Innovation Fund, another series of the Trust
disclosure for which is found in the Institutional Prospectus and Trust SAI and
which is incorporated herein by reference.
NET ASSET VALUE
Disclosure regarding the determination of the net asset value of the Fund's
shares is set forth in the Trust SAI under caption "Net Asset Value" and is
incorporated herein by reference. In such sections, references to a Fund's
Adviser and/or Sub-Adviser are deemed to refer also to the Fund's portfolio
manager.
-13-
<PAGE>
TAXATION
Disclosure relating to the taxation of the Fund and the tax consequences of
an investment in the Fund is set forth in the Trust SAI under the caption
"Taxation" and is incorporated herein by reference.
-14-
<PAGE>
OTHER INFORMATION
Capitalization
The Trust is a Massachusetts business trust established under an Agreement
and Declaration of Trust as amended and restated on January 14, 1997. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest. The Board of Trustees may establish additional series
(with different investment objectives and fundamental policies) at any time in
the future. Establishment and offering of additional series will not alter the
rights of the Trust's shareholders. When issued, shares are fully paid, non-
assessable, redeemable and freely transferable. Shares do not have preemptive
rights or subscription rights. In liquidation of a Fund, each shareholder is
entitled to receive his pro rata share of the net assets of that Fund.
Shares begin earning dividends on Fund shares the day after the Trust
receives the shareholder's purchase payment. Net investment income from interest
and dividends, if any, will be declared and paid at least annually to
shareholders of record by the Fund. Any net capital gains from the sale of
portfolio securities will be distributed no less frequently than once annually.
Net short-term capital gains may be paid more frequently. Dividend and capital
gain distributions of the Fund will be reinvested in additional shares of the
Fund unless the shareholder elects to have them paid in cash.
Under Massachusetts law, shareholders could, under certain circumstances,
be held liable for the obligations of the Trust. However, the Second Amended and
Restated Agreement and Declaration of Trust (the "Declaration of Trust") of
the Trust disclaims shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or the Trustees.
The Declaration of Trust also provides for indemnification out of a Fund's
property for all loss and
-15-
<PAGE>
expense of any shareholder of that Fund held liable on account of being or
having been a shareholder. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
such disclaimer is inoperative or the Fund of which he or she is or was a
shareholder is unable to meet its obligations, and thus should be considered
remote.
Performance Information
From time to time the Trust may make available certain information about
the performance of some or all classes of shares of the Fund. Information about
the Fund's performance is based on the Fund's record to a recent date and is not
intended to indicate future performance.
Information about performance information for the Fund, including the
calculation of the total return of the Fund, is set forth in the Trust SAI under
the captions "Other Information -- Performance Information" and "Other
Information -- Calculation of Total Return" and is incorporated herein by
reference.
16
<PAGE>
Year 2000 Readiness Disclosure
Many of the world's computer systems may be unable to correctly recognize,
interpret or use dates beyond the year 1999 (the "Year 2000 Problem"). This
inability might lead to significant business disruptions. PIMCO Advisors and
Pacific Investment Management, which serves as sub-administrator to the Fund,
are taking steps to ensure that their computer systems will function properly.
PIMCO Advisors has designated a team of information and business professionals
(the "Year 2000 Team") to address the Year 2000 Problem and has developed a
written "Year 2000 Plan."
The Year 2000 Plan consists of five general phases: Awareness, Assessment,
Remediation, Testing and Implementation. The Year 2000 Plan and budget were
prepared and approved by PIMCO Advisors' Management Board on July 21, 1998.
During the Awareness phase, the Year 2000 Team informed the employees of the
Adviser and its subsidiaries, including their highest levels of management,
about the Year 2000 Problem. During the Assessment phase, the Year 2000 Team
prepared an inventory of information technology ("IT") and non-IT systems used
by the Adviser, its subsidiaries and Pacific Investment Management. Systems
were classified as software, hardware or embedded chips. Separately, systems
were also classified as mission critical or non-mission critical. As the
inventory was compiled and verified, each system was preliminarily assessed for
Year 2000 compliance. This preliminary assessment was made by obtaining
manufacturers' representations that a given product is Year 2000 compliant or
other evidence of compliance. Systems for which no such evidence can be
obtained were identified as candidates for correction or replacement
("Remediation"). During the Remediation phase, software, hardware and embedded
chips identified during the Assessment phase to be non-Year 2000 compliant are
corrected or replaced. Necessarily, further corrections and replacements may
need to be made after the Remediation phase has been
-17-
<PAGE>
completed as a result of problems identified during the Testing phase or
otherwise. During the Testing phase, PIMCO Advisors performs internal testing,
point-to-point testing and industry testing programs. Testing generally will be
performed in order of criticality, with mission-critical systems receiving the
highest priority. PIMCO Advisors does not plan to test non-mission critical
systems that are not used in its business (e.g., software applications
incidently installed on PCs). Several subsidiaries of PIMCO Advisors plan on
participating in the Securities Industry Association industry-wide testing
forum. During the Implementation phase, systems that have been tested and
identified as being Year 2000 compliant are put into normal business operation
and contingency plans are finalized.
The business operations of PIMCO Advisors, and Pacific Investment
Management are heavily dependent upon a complete worldwide network of financial
systems that utilize date fields. The ability of PIMCO Advisors and Pacific
Investment Management to endure any adverse effects of the transition to the
Year 2000 are highly dependent upon the efforts of third parties, particularly
issuers, brokers, dealers and custodians. The failure of third party
organizations to resolve their own processing issues with respect to the Year
2000 Problem in a timely manner could have a material adverse effect on the
Fund. As of the date of this Statement of Additional Information, the management
of each of PIMCO Advisors, its investment advisory subsidiaries and Pacific
Investment Management believes that the transition to the Year 2000 will not
have a material adverse effect on its business or operations. However,
complications as yet unidentified may arise in internal or external systems or
with data providers, other securities firms or institutions, issuers,
counterparties or other entities or even with general economic conditions
related to the Year 2000 Problem. The Year 2000 problem may be particularly
acute with respect to foreign markets and securities of foreign issuers in which
the Fund invests due to a potential lack of Year 2000 compliance efforts in
foreign markets or by foreign companies. Although PIMCO Advisors' efforts and
expenditures in connection with the Year 2000 Problem are substantial, there can
be no assurances that shareholders of the Fund will not suffer from disruptions
or adverse results arising as a consequence of the Year 2000 Problem.
Compliance Efforts Related to the Euro
Another potential computer system problem may arise in conjunction with the
recent introduction of the euro. Whether introducing the euro to financial
companies' systems will be problematic is not fully known; however, the cost
associated with making systems recognize the euro is not currently expected to
be material.
Voting Rights
Under the Declaration of Trust, the Trust is not required to hold annual
meetings of Trust shareholders to elect Trustees or for other purposes. It is
not anticipated that the Trust will hold shareholders' meetings unless required
by law or the Declaration of Trust. In this regard, the Trust will be required
to hold a meeting to elect Trustees to fill any existing vacancies on the Board
if, at any time, fewer than a majority of the Trustees have been elected by the
shareholders of the Trust. Shareholders may remove a person serving as Trustee
either by declaration in writing or at a meeting called for such purpose. The
Trustees are required to call a meeting for the purpose of considering the
removal of a person serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Trust. In the
event that such a request was made, the Trust has represented that it would
assist with any necessary shareholder communications. Shareholders of a class
of shares have different voting rights with respect to matters that affect only
that class.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). All classes of shares of all of the series of the
Trust, including the Fund, have identical voting rights except that each class
of shares has exclusive voting rights on any matter submitted to shareholders
that relates solely to that class, and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class. Each class of shares has exclusive voting rights
with respect to matters pertaining to any distribution or servicing plan or
agreement applicable to that class. These shares are entitled to vote at
meetings of shareholders. Matters submitted to shareholder vote must be approved
by each series separately except (i) when required by the 1940 Act shares shall
be voted together and (ii) when the Trustees have determined that the matter
does not affect all series and
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<PAGE>
then only shareholders of the affected series shall be entitled to vote on the
matter. All classes of shares of a series will vote together, except with
respect to the Distribution and Servicing Plan applicable to Class A, Class B or
Class C shares, to the Distribution or Administrative Services Plans applicable
to Administrative Class shares, to the Administration Agreement as applicable to
a particular class or classes, or when a class vote is required as specified
above or otherwise by the 1940 Act.
The Trust's shares do not have cumulative voting rights. Therefore, the
holders of more than 50% of the outstanding shares may elect the entire Board of
Trustees, in which case the holders of the remaining shares would not be able to
elect any Trustees.
Certain Ownership of Trust Shares
As of December 31, 1999, the Trust believes that the Trustees and officers
of the Trust, as a group, owned less than one percent of each class of the Fund.
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<PAGE>
Custodian
Investors Fiduciary Trust Company ("IFTC"), 801 Pennsylvania, Kansas City,
Missouri 64105, serves as custodian for assets of the Trust. Pursuant to a
separate sub-custody agreement between IFTC and State Street Bank and Trust
Company ("State Street"), State Street serves as subcustodian of the Trust for
the custody of the foreign securities acquired by those series of the Trust that
invest in foreign securities. Under the agreement, State Street may hold foreign
securities at its principal offices and its branches, and subject to approval by
the Board of Trustees, at a foreign branch of a qualified U.S. bank, with an
eligible foreign subcustodian, or with an eligible foreign securities
depository.
Pursuant to rules or other exemptions under the 1940 Act, the Trust may
maintain foreign securities and cash in the custody of certain eligible foreign
banks and securities depositories. Selection of these foreign custodial
institutions is currently made by the Board of Trustees following a
consideration of a number of factors, including (but not limited to) the
reliability and financial stability of the institution; the ability of the
institution to perform capably custodial services for the Trust; the reputation
of the institution in its national market; the political and economic
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<PAGE>
stability of the country in which the institution is located; and further risks
of potential nationalization or expropriation of Trust assets, although the
Trustees reserve the right to delegate their selection responsibilities in light
of recent amendments to Rule 17f-5 under the 1940 Act, in which case the factors
for consideration would differ from those referenced above. Currently, the Board
of Trustees reviews annually the continuance of foreign custodial arrangements
for the Trust, but reserves the right to discontinue this practice as permitted
by the recent amendments to Rule 17f-5. No assurance can be given that the
Trustees' appraisal of the risks in connection with foreign custodial
arrangements will always be correct or that expropriation, nationalization,
freezes, or confiscation of assets that would impact assets of the Funds will
not occur, and shareholders bear the risk of losses arising from these or other
events.
Independent Accountants
PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, Missouri 64105,
serves as the independent public accountants for the Trust.
PricewaterhouseCoopers LLP provides audit services, accounting assistance, and
consultation in connection with SEC filings.
Transfer and Shareholder Servicing Agents
First Data Investor Services Group, Inc., P.O. Box 9688, Providence, Rhode
Island 02940, serves as the Transfer and Shareholder Servicing Agent for the
Trust's Class A, Class B, Class C and Class D shares. National Financial Data
Services, 330 West 9th Street, 4th Floor, Kansas City, Missouri 64105, serves
as the Transfer Agent for the Trust's Institutional and Administrative Class
shares.
Legal Counsel
Ropes & Gray, One International Place, Boston, Massachusetts 02110 serves
as legal counsel to the Trust.
Registration Statement
This Statement of Additional Information and the Private Placement
Memorandum do not contain all of the information included in the Trust's
registration statements filed with the SEC under the 1933 Act with respect to
the securities offered hereby, certain portions of which have been omitted
pursuant to the rules and regulations of the SEC. The registration statements,
including the exhibits filed therewith, may be examined at the offices of the
SEC in Washington, D.C.
Statements contained herein and in the Private Placement Memorandum as to
the contents of any contract or other documents referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other documents filed as an exhibit to the relevant registration statement,
each such statement being qualified in all respects by such reference.
Financial Statements
The Fund has not yet commenced operations and therefore financial
statements are not yet available for the Fund.
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<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits.
The letter of each exhibit relates to the exhibit
designation in Form N-1A:
(a) Form of Second Amendment and Restated Agreement and
Declaration of Trust (2)
(b) (1) Form of First Amended and Restated Bylaws (4)
(2) Amendment to First Amended and Restated Bylaws (15)
(c) (1) Article III (Shares) and Article V (Shareholders' Voting
Powers and Meetings) of the Second Amended and Restated
Agreement and Declaration of Trust (2)
(2) Article 9 (Issuance of Shares Certificates) and Article 11
(Shareholders' Voting Powers and Meetings) of the First
Amended and Restated Bylaws (4)
<PAGE>
(d) (1) (i) Form of Amended and Restated Investment Advisory
Agreement (4)
(ii) Form of Addendum to Amended and Restated Investment
Advisory Agreement to add PIMCO International Growth
Fund and PIMCO Tax-Efficient Structured Emerging
Markets Fund (6)
(iii) Form of Addendum to Amended and Restated
Investment Advisory Agreement to add PIMCO Value 25
Fund, PIMCO Hard Assets Fund, and PIMCO Tax-Efficient
Equity Fund (10)
(iv) Form of Addendum to Amended and Restated Investment
Advisory Agreement to add PIMCO Funds Asset Allocation
Series - 90/10 Portfolio, PIMCO Funds Asset Allocation
Series - 60/40 Portfolio, and PIMCO Funds Asset
Allocation Series -30/70 Portfolio (9)
(v) Form of Addendum to Amended and Restated Investment
Advisory Agreement to add PIMCO Mega-Cap Fund (13)
(2) (i) Form of Portfolio Management Agreement, as amended,
with NFJ Investment Group (4)
(ii) Form of Addendum to Portfolio Management Agreement
with NFJ Investment Group to add PIMCO Value 25 Fund
and PIMCO Hard Assets Fund (10)
(iii) Form of Portfolio Management Agreement, as amended,
with Cadence Capital Management (4)
(iv) Form of Addendum to Portfolio Management Agreement
with Cadence Capital Management to add PIMCO Mega-Cap
Fund (13)
(v) Form of Portfolio Management Agreement, as amended,
with Parametric Portfolio Associates (4)
(vi) Form of Addendum to Portfolio Management Agreement with
Parametric Portfolio Associates to add PIMCO Tax-
Efficient Structured Emerging Markets Fund (6)
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<PAGE>
(vii) Form of Addendum to Portfolio Management
Agreement with Parametric Portfolio Associates
to add PIMCO Tax-Efficient Equity Fund (10)
(viii) Form of Portfolio Management Agreement with
Blairlogie Capital Management (13)
(ix) Form of Amended and Restated Portfolio
Management Agreement with Columbus Circle
Investors (4)
(x) Form of Addendum to Portfolio Management
Agreement with Columbus Circle Investors to add
PIMCO International Growth Fund (6)
(xi) Form of Portfolio Management Agreement with Van
Eck Associates Corporation (4)
(e) (1) Amended Distribution Contract (4)
(2) Form of Amended and Restated Distribution Contract (to
add Class D shares) (7)
(3) Form of Addendum to Distribution Contract to add
PIMCO International Growth Fund and PIMCO Tax-Efficient
Structured Emerging Markets Fund (6)
(4) Form of Addendum to Distribution Contract to add
PIMCO Value 25 Fund, PIMCO Hard Assets Fund, and PIMCO
Tax-Efficient Equity Fund (10)
(5) Form of Addendum to Distribution Contract to add
PIMCO Funds Asset Allocation Series - 90/10 Portfolio,
PIMCO Funds Asset Allocation Series - 60/40 Portfolio
and PIMCO Funds Asset Allocation Series - 30/70
Portfolio (9)
(6) Form of Supplement to Distribution Contract to add PIMCO
Mega-Cap Fund (13)
(f) Not Applicable
(g) (1) Form of Custody and Investment Accounting Agreement with
Investors Fiduciary Trust Company (13)
(h) (1) Form of Amended Administration Agreement between the
Trust and PIMCO Advisors L.P. (4)
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<PAGE>
(2) Form of Amended and Restated Administration Agreement
(to include Class D shares ) between the Trust and PIMCO
Advisors L.P. (7)
(3) Form of Amendment No. 1 to Amended and Restated
Administration Agreement between the Trust and PIMCO
Advisors L.P. (14)
(4) Form of Administration Agreement between PIMCO Advisors
L.P. and Pacific Investment Management Company (4)
(5) Form of Amendment to Administration Agreement (to
include Class D shares) between PIMCO Advisors L.P. and
Pacific Investment Management Company (11)
(6) Form of Agency Agreement and Addenda (1)
(7) Form of Addendum to Agency Agreement (4)
(8) Form of Assignment of Agency Agreement (4)
(9) Form of Addendum to Agency Agreement (6)
(10) Form of Transfer Agency Agreement with Shareholder
Services, Inc. (3)
(11) Form of Service Plan for Institutional Services Shares
(6)
(12) Form of Administrative Services Plan for Administrative
Class Shares (4)
(i) Opinion and Consent of Counsel (6)
(j) (1) Consent of PricewaterhouseCoopers LLP. (14)
(i) Letter dated October 26, 1999 from
PricewaterhouseCooopers LLP to the Securities and
Exchange Commission. (14)
(2) Consent and Opinion of Coopers & Lybrand LLP (6)
(k) Not Applicable
(l) Initial Capital Agreement (6)
(m) (1) Form of Distribution and Servicing Plan (Class A) (4)
(2) Form of Distribution and Servicing Plan (Class B) (4)
(3) Form of Distribution and Servicing Plan (Class C) (4)
(4) Form of Distribution Plan for Administrative Class
Shares (4)
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<PAGE>
(5) Form of Distribution Plan for Class D Shares included as
part of the Form of Amended and Restated Administration
Agreement included in Exhibit 9(b)
(n) (a) Financial Data Schedules for the period ended
6/30/98 (11)
(b) Financial Data Schedules for the period ended
12/31/98 (12)
(o) Form of Amended and Restated Multi-Class Plan (7)
(p) (1) Powers of Attorney and Certificate of Secretary (1)
(2) Power of Attorney for E. Philip Cannon, Donald P.
Carter, Gary A. Childress, William D. Cvengros, John P.
Hardaway, Joel Segall, W. Bryant Stooks, Gerald M.
Thorne, Richard L. Nelson, Lyman W. Porter and Alan
Richards (5)
- --------------------
1 Included in Post-Effective Amendment No. 22 to the Trust's Registration
Statement on Form N-1A (File No. 33-36528), as filed on July 1, 1996.
2 Included in Definitive Proxy Statement of the Trust (File No. 811-06161),
as filed on November 7, 1996.
3 Included in Post-Effective Amendment No. 33 to the Trust's Registration
Statement on Form N-1A of PIMCO Advisors Funds (File No. 2-87203), as filed
on November 30, 1995.
4 Included in Post-Effective Amendment No. 25 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on January 13, 1997.
5 Included in Post-Effective Amendment No. 27 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on October 10, 1997.
6 Included in Post-Effective Amendment No.28 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on October 31, 1997.
7 Included in Post-Effective Amendment No. 30 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on March 13, 1998.
8 Included in Post-Effective Amendment No. 32 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on April 21, 1998.
9 Included in Post-Effective Amendment No. 33 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on June 30, 1998.
10. Included in Post-Effective Amendment No. 34 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on July 2, 1998.
11. Included in Post-Effective Amendment No. 36 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on October 30, 1998.
12. Included in Post-Effective Amendment No. 38 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on March 31, 1999.
13. Included in Post-Effective Amendment No. 39 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on May 25, 1999.
14. Included in Post-Effective Amendment No. 43 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on October 29, 1999.
15. Included in Post-Effective Amendment No. 44 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on December 14, 1999.
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<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 25. 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
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 27. 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.
Name Position with Advisor Other Affiliations
Walter E. Auch, Sr. Member of Management Board Management Consultant;
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.
William R. Benz Member of Management Board See Pacific Investment
Management Company.
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<PAGE>
David B. Breed Member of Management Board Director, Managing Director
and Chief Executive Officer,
Cadence Capital Management,
Inc.; Managing Director and
Chief Executive Officer,
Cadence Capital Management.
Kenneth W. Corba Member of Management Board. None.
Managing Director and Chief
Investment Officer of
PIMCO Equity Advisors.
William D. Cvengros Chief Executive Officer Trustee and Chairman of the
and President, Member of Trust; Director, PIMCO Funds
Management Board Distributors LLC, Chief
Executive Officer and
President, Value Advisors
LLC; Director, PIMCO Funds
Advertising Agency; Director,
President and Chief Executive
Officer, Thomson Advisory
Group, Inc.
Walter B. Gerken Chairman and Member of Director, Mullin Consulting
Management Board Inc Director, Executive
Services Corps. of Southern
California.
Colin Glinsman Member of Management Managing Director,
Board Oppenheimer Capital.
William H. Gross Operating Board Director and Managing
and Equity Board Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment Management
Company; Senior Vice
President, PIMCO Funds:
Pacific Investment Management
Series, PIMCO Variable
Insurance Trust; Director and
Vice President, StocksPLUS
Management, Inc.; Member of
PIMCO Partners LLC.
Brent R. Harris Member of Management Board Director and Managing
Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment Management
Company; Director and Vice
President,
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<PAGE>
StocksPLUS Management,
Inc.; Chairman of the
Board and Trustee,
PIMCO Funds: Pacific
Investment Management
Series, PIMCO Variable
Insurance Trust and
PIMCO Commercial
Mortgage Securities
Trust, Inc.; Member of
PIMCO Partners LLC.
Donald R. Kurtz Member of Management Board Donald R. Kurtz Member
of Management Board
Formerly, Vice
President of Internal
Asset Management,
General Motors
Investment Management
Corp.; Director,
Thomson Advisory Group
L.P.
George A. Long Member of Management Board Chairman and Chief
Executive Officer of
Oppenheimer Capital.
James McCaughan Member of Management Board Chief Executive
Officer, Oppenheimer
Capital
James F. McIntosh Member of Management Board Executive Director,
Allen Matkins, Leck,
Gamble & Mallory LLP.
Formerly, Director,
Pacific Investment
Management Company.
Kenneth H. Mortenson Member of Management Board Managing Director of
Oppenheimer Capital.
William F. Podlich, III Member of Management Board Director and Managing
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 Management See Pacific Investment
Board Management Company.
Glenn S. Schafer Member of Management Board President and
Board Director, Pacific
Mutual Holding Company,
Pacific LifeCorp,
Pacific Life Insurance
Company, Pacific
Financial Asset
Management Corp.,
PMRealty Advisors,
Inc.; Director, Pacific
Mutual Distributors,
Inc., Mutual Service
Corporation,
UnitedPlanners' Group,
Inc., Thomson Advisory
Group.
-8-
<PAGE>
Thomas C. Sutton Member of Management Board Chairman, Chief Executive
Officer and Director, Pacific
William S. Thomson, Jr.
Mutual Holding Company,
Pacific LifeCorp, Pacific
Life Insurance Company,
Pacific Financial Asset
Management Corp.; Director,
Pacific Mutual Distributors,
Inc., Mutual Service
Corporation, United Planners'
Group, Inc., PMRealty
Advisors, Inc.
William S. Thomson, Member of Management Board; Director, Managing Director
Jr. Chairman, Executive and Chief Executive Committee
Committee Fitzgerald Officer, PIMCO
Management, Inc.; Chief
Executive Officer and
Managing Director, Pacific
Investment Management
Company; Member, President
and Chief Executive Officer,
PIMCO Partners LLC; Director
and President, StocksPLUS
Management, Inc.; Vice
President, PIMCO Variable
Insurance Trust, PIMCO Funds:
Pacific Investment Management
Series, and PIMCO Commercial
Mortgage Securities Trust,
Inc.; Director, Thomson
Advisory Group, Inc.
Robert M. Fitzgerald Senior Vice President Chief Financial Officer and
and Chief Treasurer, PIMCO Funds
Financial Officer Distributors, LLC, Cadence
Capital Management, Inc., NFJ
Investment Group, NFJ
Management, Inc., Parametric
Portfolio Associates,
Parametric Management, Inc.,
PIMCO Management, Inc.,
Pacific
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<PAGE>
Investment Management
Company, and StocksPLUS
Management, Inc.; Chief
Financial Officer and
Assistant Treasurer, Cadence
Capital Management; Senior
Vice President and Chief
Financial Officer, Value
Advisors LLC; Chief
Financial Officer and
Treasurer, PIMCO Funds
Advertising Agency; Senior
Vice President, Chief
Financial Officer and
Treasurer, Thomson Advisory
Group, Inc.
Benjamin L. Trosky Member of Management Board Managing Director, Pacific
Investment Management
Company; Director and
Managing Director, PIMCO
Management, Inc.; Senior Vice
President, PIMCO Commercial
Mortgage Securities Trust,
Inc.; Member of PIMCO
Partners LLC.
Bradley W. Paulson Vice President Vice President and Secretary,
PIMCO Global Advisors
(Europe) Limited, PIMCO
Global Advisors (Japan)
Limited; Vice President,
Pacific Investment Management
Company.
Kenneth M. Poovey Chief Operating Officer Executive Vice President and
and General Counsel General Counsel, Value
Advisors LLC and Thomson
Advisory Group, Inc.
Stephen J. Treadway Executive Vice President Chairman, President, and
Chief Executive Officer,
PIMCO Funds Advertising
Agency, Inc., PIMCO Funds
Distributors LLC, and
Trustee, President and Chief
Executive Officer of the
Trust;
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<PAGE>
Executive Vice President,
Value Advisors LLC.
Robert S. Venable Vice President None
James G. Ward Senior Vice President, Senior Vice President, Human
Human Resources Resources, Value Advisors
LLC; Senior Vice President,
Thomson Advisory Group, Inc.
Richard M. Weil Senior Vice President - Senior Vice President,
Legal, Secretary Assistant Secretary, PIMCO
Management, Inc.; Secretary,
Cadence Capital Management,
Inc., NFJ Investment Group,
NFJ Management, Inc.,
Parametric Portfolio
Associates, Parametric
Management, Inc., and
StocksPLUS Management, Inc.;
Assistant Secretary, Cadence
Capital Management, PIMCO
Funds Advertising Agency,
Inc. and Pacific Management
Investment Company; and
Senior Vice President, Legal,
Secretary Value Advisors LLC,
Thomson Advisors LLC, Thomson
Advisory Group, Inc.
Frank C. Poli Vice President, Director of Compliance Officer,
Compliance PIMCO Funds Distributors LLC
Vinh T. Nguyen Vice President, Controller Vice President, Controller,
Columbus Circle Investors
Management, Inc., Cadence
Capital Management, Inc., NFJ
Management, Inc., Parametric
Management, Inc., StocksPLUS
Management, Inc., PIMCO Funds
Advertising Agency, Inc.,
PIMCO
-11-
<PAGE>
Funds Distributors LLC,
and Value Advisors LLC;
Controller, Pacific
Investment Management Company
and PIMCO Management, Inc.
Timothy R. Clark Vice President, Mutual Senior Vice President, PIMCO
Funds Division Funds Distributors LLC
Newton B. Schott, Senior Vice President, Director, Executive Vice
Jr. Mutual Funds Division President, Chief
Administrative Officer,
General Counsel and
Secretary, PIMCO Funds
Distributors LLC and PIMCO
Funds Advertising Agency,
Inc.; Vice President and
Secretary, the Trust; Senior
Vice President, Value
Advisors LLC.
Diane P. Dubois Vice President, Finance None.
Ernest L. Schmider Senior Vice President See Pacific Investment
Management Company
Cadence Capital Management
Exchange Place, 53 State Street
Boston, Massachusetts 02109
Name Position with Portfolio Other Affiliations
Manager
William B. Bannick Managing Director and Director and Managing
Executive Vice President Director,
Cadence Capital Management,
Inc.
David B. Breed Managing Director and Member of Management Board,
Chief Executive Officer PIMCO Advisors L.P.;
Director, Managing Director
and Chief Executive Officer,
Cadence Capital Management,
Inc.
-12-
<PAGE>
Katherine A. Burdon Managing Director None.
Mary Ellen Melendez Secretary None.
Robert M. Fitzgerald Chief Financial Officer See PIMCO Advisors L.P.
and Assistant Treasurer
Barbara M. Green Treasurer None.
Richard M. Weil Assistant Secretary See PIMCO Advisors L.P.
NFJ Investment Group
2121 San Jacinto, Suite 1440
Dallas, Texas 75201
Name Position with Portfolio Other Affiliations
Manager
Benno J. Fischer Managing Director Director, Managing
Director, and Co-Chairman,
NFJ Management, Inc.
Robert M. Fitzgerald Chief Financial Officer See PIMCO Advisors L.P.
and Treasurer
John L. Johnson Managing Director Director, and Co-Chairman
Managing Director, NFJ
Management, Inc.
Jack C. Najork Managing Director Director, Managing
Director, Co-Chairman, NFJ
Management, Inc.
Richard M. Weil Secretary See PIMCO Advisors L.P.
-13-
<PAGE>
Parametric Portfolio Associates
7310 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104-7090
Name Position with Portfolio Other Affiliations
Manager
William E. Cornelius, Managing Director Director, Managing
Jr. Chief Executive Officer
Parametric Management,
Inc.
David M. Stein Managing Director Director and Managing
Director, Parametric
Management, Inc.
Brian Langstraat Managing Director None.
Robert M. Fitzgerald Chief Financial Officer See PIMCO Advisors L.P.
and Treasurer
Richard M. Weil Secretary See PIMCO Advisors L.P.
Pacific Investment Management Company ("PIMCO")
840 Newport Center Drive, Suite 300
Newport Beach, California 92660
Name Position with Portfolio Other Affiliations
Manager
George C. Allan Senior Vice President Senior Vice President,
PIMCO Management, Inc.
Tamara J. Arnold Senior Vice President Senior Vice President,
PIMCO Management, Inc.
Michael R. Asay Vice President Vice President, PIMCO
Management, Inc.
Leslie A. Barbi Senior Vice President Senior Vice President,
PIMCO Management, Inc.
William R. Benz, II Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Member
of PIMCO Partners
LLC. Member of Management
Board, PIMCO Advisors L.P.
-14-
<PAGE>
Gregory A. Bishop Vice President None.
Andrew Brick Senior Vice President Senior Vice President,
PIMCO Management, Inc.
John B. Brynjolfsson Vice President Vice President, PIMCO
Management, Inc.
R. Welsley Burns Managing Director Executive Vice President,
PIMCO Management, Inc.;
President, PIMCO Funds:
Pacific Investment
Management Series; President
and Director, PIMCO
Commercial Mortgage
Securities Trust, Inc.;
President and Trustee, PIMCO
Variable Insurance Trust;
Director, PIMCO Global
Advisors (Ireland) Limited
and PIMCO Advisors Funds
plc.
Carl J. Cohen Vice President Vice President, PIMCO
Management, Inc.
Jerry L. Coleman Vice President Vice President, PIMCO
Management, Inc.
Doug Cummings Vice President Vice President, PIMCO
Management, Inc.
Wendy W. Cupps Vice President Vice President, PIMCO
Management, Inc.
Chris Dialynas Director Managing Director, PIMCO
Management, Inc.
David J. Dorff Vice President
Michael Dow Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.
-15-
<PAGE>
Anita Dunn Vice President Vice President, PIMCO
Management, Inc.
A. Benjamin Ehlert Executive Vice President Executive Vice President,
PIMCO Management, Inc.
Robert A. Ettl Senior Vice President and Vice President, PIMCO
Chief Operations Officer Management, Inc.
Anthony L. Faillace Vice President Vice President, PIMCO
Management, Inc.
Robert M. Fitzgerald Chief Financial Officer See PIMCO Advisors L.P.
and Treasurer
Ursula T. Frisch Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.
William H. Gross Managing Director See PIMCO Advisors L.P.
John L. Hague Managing Director Director, PIMCO Management,
Inc., Member of PIMCO
Partners LLC.
Gordon C. Hally Executive Vice President Executive Vice President,
PIMCO Management, Inc.
Pasi M. Hamalainen Executive Vice President Executive Vice President,
PIMCO Management, Inc.
John P. Hardaway Senior Vice President Vice President, PIMCO
Management, Inc.; Treasurer
of the Trust, PIMCO Funds:
Pacific Investment
Management Series, PIMCO
Commercial Mortgage
Securities Trust, Inc., and
PIMCO Variable Insurance
Trust.
Brent R. Harris Managing Director See PIMCO Advisors L.P.
Joseph Hattesohl Vice President and Manager Vice President, PIMCO
of Fund Taxation Management, Inc.; Assistant
Treasurer, the Trust, PIMCO
Funds: Pacific Investment
Management Series, PIMCO
Variable Insurance Trust,
and PIMCO Commercial
Mortgage Securities Trust,
Inc.
-16-
<PAGE>
Raymond C. Hayes Vice President Vice President, PIMCO Robert
G. Herin Management, Inc.
and PIMCO Funds: Pacific
Investment Management
Series.
Robert G. Herin Vice President Vice President, PIMCO
Management, Inc.
David C. Hinman Vice President Vice President, PIMCO
Management, Inc.
Liza Hocson Vice President Vice President, PIMCO
Management, Inc.
Douglas M. Hodge Executive Vice President Executive Vice President,
PIMCO Management, Inc.
Brent L. Holden Executive Vice President Executive Vice President,
PIMCO Management, Inc.
Dwight F. Holloway, Vice President Vice President, PIMCO
Jr. Management, Inc.
Jane T. Howe Vice President Vice President, PIMCO
Management, Inc.
Mark Hudoff Vice President Vice President, PIMCO
Management, Inc.
Margaret E. Isberg Executive Vice President Executive Vice President,
PIMCO Management, Inc.;
Senior Vice President, PIMCO
Funds: Pacific Investment
Management Series.
James M. Keller Vice President Vice President, PIMCO
Management, Inc.
-17-
<PAGE>
Sharon K. Kilmer Executive Vice President None.
Thomas J. Kelleher Vice President Vice President, PIMCO
Management, Inc.
Raymond G. Kennedy Senior Vice President Senior Vice President,
PIMCO Management, Inc.
Mark R. Kiesel Vice President Vice President, PIMCO
Management, Inc.
Steven P. Kirkbaumer Vice President None.
John S. Loftus Executive Vice President Executive Vice President,
PIMCO Management, Inc.; Vice
President and Assistant
Secretary, StocksPLUS
Management, Inc.
David Lown Vice President Vice President, PIMCO
Management, Inc.
Andre J. Mallegol Vice President Vice President, PIMCO
Management, Inc.
Michael E. Martini Vice President Vice President, PIMCO
Management, Inc.
Dean S. Meiling Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Vice President, PIMCO
Funds: Pacific Investment
Management Series and PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners
LLC.
Joseph V. McDevitt Executive Vice President Vice President, PIMCO
Management, Inc.
-18-
<PAGE>
James F. Muzzy Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Vice President, PIMCO
Funds: Pacific Investment
Management Series; Director
and Vice President,
StocksPLUS Management, Inc.;
Member of PIMCO Partners
LLC.
Doris S. Nakamura Vice President
Vinh T. Nguyen Controller See PIMCO Advisors L.P.
Douglas J. Ongaro Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.
Thomas J. Otterbein Vice President Vice President, PIMCO
Management, Inc.
Victoria M. Paradis Vice President Vice President, PIMCO
Management, Inc.
Bradley W. Paulson Vice President Vice President and
Secretary, Vice President
PIMCO Global Advisors
(Europe) Limited, PIMCO
Global Advisors (Japan)
Limited.
Elizabeth M. Philipp Vice President Vice President, PIMCO
Management, Inc.
David J. Pittman Vice President None.
William F. Podlich,
III Managing Director See PIMCO Advisors L.P.
William C. Powers Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Senior Vice President
PIMCO Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners
LLC. Member of Management
Board, PIMCO Advisors L.P.
Edward P. Rennie Senior Vice President Senior Vice President, PIMCO
Management, Inc.
-19-
<PAGE>
Terry A. Randall Vice President
Scott L. Roney Vice President Vice President, PIMCO
Management, Inc.
Michael J. Rosborough Senior Vice President Senior Vice President,
PIMCO Management, Inc.
Seth R. Ruthen Vice President Vice President, PIMCO
Management, Inc.
Jeffrey M. Sargent Vice President and Manager Vice President of the Trust,
Shareholder Services and PIMCO Management, Inc.;
Senior Vice President,
Fund Administration PIMCO Funds: Pacific
Investment Management
Series, PIMCO Variable
Insurance Trust, and
PIMCO Commercial Mortgage
Securities Trust, Inc.
Ernest L. Schmider Executive Vice President, Executive Vice President,
Secretary, Chief Secretary, Chief
Administrative and Legal Administrative
Officer and Legal Officer, PIMCO
Management, Inc.; Director,
Assistant Secretary,
Assistant Treasurer,
StocksPLUS
Management, Inc.;
Secretary, PIMCO
Partners LLC.
Leland T. Scholey Senior Vice President Senior Vice President, PIMCO
Management, Inc., and PIMCO
Funds: Pacific Investment
Management Series.
Richard W. Selby Senior Vice President None.
and Chief Technology
Officer
Denise C. Seliga Vice President Vice President, PIMCO
Management, Inc.
Rita J. Seymour Vice President Vice President, PIMCO
Management, Inc.
Christopher Sullivan Vice President Vice President, PIMCO
Management, Inc.
-20-
<PAGE>
Cheryl L. Sylwester Vice President Vice President, PIMCO
Management, Inc.
Lee R. Thomas, III Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Member of PIMCO
Partners LLC.
William S. Thomson, Director, Managing See PIMCO Advisors L.P.
Jr. Director, Chief
Executive Officer
Benjamin L. Trosky Managing Director See PIMCO Advisors L.P.
Richard E. Tyson Vice President Vice President, PIMCO
Management, Inc.
Peter A. Van de Zilver Vice President Vice President, PIMCO
Management, Inc.
Marilyn Wegener Vice President Vice President, PIMCO
Management, Inc.
Richard M. Weil Assistant Secretary See PIMCO Advisors L.P.
Paul C. Westhead Vice President Vice President, PIMCO
Management, Inc.
Kristen M. Wilsey Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.
George H. Wood Senior Vice President Senior Vice President,
PIMCO Management, Inc.
Michael A. Yetter Vice President Vice President, PIMCO
Management, Inc.
David Young Vice President Vice President, PIMCO
Management, Inc.
-21-
<PAGE>
Blairlogie Capital Management, Limited
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland
Name Position with Portfolio Other Affiliations
Manager
Gavin R. Dobson Chief Executive Officer Director and Chief Executive
and Managing Director 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.).
Van Eck Associates Corporation
99 Park Avenue
New York, New York 10016
Name Position with Portfolio Other Affiliations
Manager
Philip DeFeo Director, President and Trustee, Van Eck Funds
Chief Executive Officer ("VEF") and Van Eck
Worldwide Insurance Trust
("WWIT"); Director,
President and Chief
Executive Officer,
Van Eck Securities
Corporation ("VESC").
John C. van Eck Chairman of the Board Chairman of the Board and
President, VEF and WWIT;
Chairman of the Board, 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 President Vice President, Assistant
and Assistant Treasurer Treasurer and Director,
VESC.
-22-
<PAGE>
Jan van Eck Director Director and Executive Vice
President, VESC.
Derek M. van Eck Director and Executive Vice Director and Executive Vice
President; Director, Global President, VESC; President
Investments Global Hard Assets Series
of the Van Eck Funds and
Worldwide Hard Assets
Series of WWIT; Vice
President, Global Balanced
Series of VEF.
Bruce J. Smith Vice President, Treasurer, Vice President, Treasurer,
Controller and Chief Controller and Chief
Financial Officer Financial Officer, VESC;
Vice President, VEF and
WWIT.
Thaddeus M. Vice President, Secretary Vice President and
Leszcynski and General Counsel Secretary, VEF and WWIT;
Vice President, Secretary
and General Counsel, VESC.
Henry J. Bingham Executive Managing Director Executive Vice President,
VEF and WWIT; Executive Vice
President of VESC.
Lucille Palermo Associate, Mining Research President, International
Investors
Gold and Gold/Resources
Series of VEF.
Kevin Reid Director, Real Estate President, Global Real
Research Estate Series of VEF and
Worldwide Real Estate
Series of WWIT; Vice
President, Global Hard
Assets Series of VEF and
Worldwide Hard Assets
Series of WWIT.
Charles Cameron Director, Trading Vice President, VEF
and WWIT.
-23-
<PAGE>
Item 27. Principal Underwriters.
(a) PIMCO Funds Distributors LLC (the "Distributor") serves as
Distributor of shares for the Registrant and also of PIMCO Funds:
Pacific Investment Management Series. The Distributor is a wholly
owned subsidiary of PIMCO Advisors L.P., the Registrant's Adviser.
(b)
Positions and Positions
Name and Principal Offices with and Offices
Business Address* Underwriter with Registrant
Jeffrey L. Booth Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.
James D. Bosch Regional Vice President None
Deborah P. Brennan Vice President None
Timothy R. Clark Senior Vice President None
Jonathan P. Fessel Vice President None
Robert M. Fitzgerald Chief Financial Officer None
and 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
Stephen R. Jobe Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.
Jonathan C. Jones Vice President None
Raymond Lazcano Vice President None
-24-
<PAGE>
William E. Lynch Senior Vice President None
Kevin D. Maloney Compliance Officer None
Jacqueline A. McCarthy Vice President None
Andrew J. Meyers Executive Vice President Executive Vice
President,
PIMCO Funds
Advertising Agency, Inc.
Fiora N. Moyer Regional Vice President None
Philip J. Neugebauer Vice President Vice President, PIMCO
Funds Advertising Agency
Vinh T. Nguyen Vice President, Controller None
Joffrey H. Pearlman Regional Vice President None
Glynne P. Pisapia Regional Vice President None
Francis C. Poli Compliance Officer Vice President, Director
of Compliance, PIMCO
Advisors L.P.
Mark J. Porterfield Vice President, Vice President,
Compliance Officer Compliance Officer,
PIMCO Advisors L.P.
Newton B. Schott, Jr. Executive Vice President, Vice President and
Chief Administrative Secretary
Officer, General Counsel
and Secretary
Robert M. Smith Vice President None
Ellen Z. Spear Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.
Daniel W. Sullivan Vice President None
William H. Thomas, Jr. Regional Vice President None
-25-
<PAGE>
Stephen J. Treadway Chairman, President and Executive Vice
Chief Executive Officer President,
PIMCO Advisors L.P.
and Trustee
Paul H. Troyer Senior Vice President None
Brian F. Trumbore Executive Vice President None
Richard M. Weil Assistant Secretary None
Glen A. Zimmerman Vice President None
- -----------------------
Principal business address for all individuals listed is 2187 Atlantic
Street, Stamford, CT 06902, except for Messrs. Fitzgerald, Maloney, Nguyen, Poli
and Weil, for whom the address is 800 Newport Center Drive, Newport Beach, CA
92660.
(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.
Item 28. Location of Accounts and Records.
The account books and other documents required to be maintained by the
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, National
Financial Data Services, 330 W. 9th Street, 4th Floor, Kansas City, Missouri
64105, and/or First Data Investor Services Group, Inc., PO Box 9688, Providence,
Rhode Island 02940.
Item 29. Management Services.
Not Applicable.
Item 30. Undertakings.
Not Applicable.
-26-
<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 Investment Company Act of 1940, the
Registrant certifies that it has duly caused this Post-Effective Amendment No.
45 to its 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 30th of December, 1999.
PIMCO FUNDS: MULTI-MANAGER SERIES
By: /s/ Newton B. Schott, Jr.
------------------------------
Newton B. Schott, Jr.
Secretary
