<PAGE>
As filed with the Securities and Exchange Commission on January 29, 1999
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. 37 / X /
---
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / X /
---
Amendment No. 39 / 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 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 (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)
---
/ X / On April 3, 1999 pursuant to paragraph (a)(1)
---
/ / 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.
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Prospectus for the Class D Shares of PIMCO Equity Income Fund, PIMCO Value
Fund, PIMCO Capital Appreciation Fund, PIMCO Mid-Cap Growth Fund, PIMCO
Renaissance Fund, PIMCO Innovation Fund, and PIMCO Tax-Efficient Equity Fund.
Part A
------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis Prospectus Summary; Schedule of Fees
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objectives and Policies;
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 Fund Not Applicable
Performance
6. Capital Stock and Other Securities Description of the Trust;
Distributions; Taxes; Back Cover
7. Purchase of Securities Being Offered How to Buy Shares; General; How Net
Asset Value is Determined;
Distributor
8. Redemption or Repurchase How to Redeem
9. Pending Legal Proceedings Not Applicable
<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 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 Renaissance Fund, PIMCO
Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO International Fund, PIMCO Balanced Fund, PIMCO Precious Metals Fund, PIMCO
Value 25 Fund and PIMCO Tax-Efficient Equity Fund.
Part A
------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis Prospectus Summary; Schedule of Fees
3. Condensed Financial Information Financial Highlights; Performance
Information
4. General Description of Registrant Investment Objectives and Policies;
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 Fund Not Applicable
Performance
6. Capital Stock and Other Securities Description of the Trust;
Distributions; Taxes; Back Cover
7. Purchase of Securities Being Offered How to Buy Shares; General; How Net
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
<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 Innovation Fund, PIMCO Enhanced Equity
Fund, PIMCO Structured Emerging Markets Fund, PIMCO Tax-Efficient Structured
Emerging Markets Fund, PIMCO Emerging Markets Fund, PIMCO International
Developed Fund, PIMCO International Fund, PIMCO International Growth Fund, PIMCO
Balanced Fund, PIMCO Value 25 Fund, PIMCO Tax-Efficient Equity Fund, PIMCO
Growth Fund, PIMCO Target Fund and PIMCO Opportunity Fund.
Part A
------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis Prospectus Summary; Expense
Information
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objectives and Policies;
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 of Fund Not Applicable
Performance
6. Capital Stock and Other Securities Other Information; Portfolio
Transactions; Dividends,
Distributions and Taxes
7. Purchase of Securities Being Offered Management of the Trust; Purchase of
Shares; Net Asset Value
8. Redemption or Repurchase Redemption of Shares
9. Pending Legal Proceedings Not Applicable
-3-
<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 Funds Asset Allocation Series - 90/10 Portfolio, PIMCO Funds Asset
Allocation Series - 60/40 Portfolio, and PIMCO Funds Asset Allocation Series -
30/70 Portfolio.
Part A
------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis Prospectus Summary; Expense
Information
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Investment Objectives and Policies;
Characteristics and Risks of
Securities and Investment Techniques
5. Management of the Fund Management of the Portfolios
5A. Management's Discussion of Fund Not Applicable
Performance
6. Capital Stock and Other Securities Other Information; Portfolio
Transactions; Dividends,
Distributions and Taxes
7. Purchase of Securities Being Offered Management of the Trust; Purchase of
Shares; Net Asset Value
8. Redemption or Repurchase Redemption of Shares
9. Pending Legal Proceedings Not Applicable
-3-
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Prospectus for Class A, Class B, and Class C Shares of 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.
Part A
------
Item Heading
---- -------
1. Cover Page Cover Page
2. Synopsis PIMCO Funds Asset Allocation Series -
Overview; Schedule of Fees
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Investment Objectives and Policies;
Underlying Funds; Description of the
Trust
5. Management of the Fund Management of the Portfolios;
Back Cover
5A. Management's Discussion of Fund Not Applicable
Performance
6. Capital Stock and Other Securities Description of the Trust;
Distributions; Taxes; Back Cover
7. Purchase of Securities Being Offered How to Buy Shares; How Net
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
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Statement of Additional Information for 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 Enhanced Equity Fund, PIMCO Structured Emerging Markets Fund, PIMCO Tax-
Efficient Structured Emerging Markets Fund, PIMCO Emerging Markets Fund, PIMCO
International Developed Fund, PIMCO International Fund, PIMCO International
Growth Fund, PIMCO Balanced Fund, PIMCO Precious Metals Fund, PIMCO Value 25
Fund, PIMCO Tax-Efficient Equity Fund, 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.
Part B
------
Item Heading
---- -------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12 General Information and History Cover Page
13. Investment Objective and Policies Investment Objectives and Policies;
Investment Restrictions
14. Management of the Fund Management of the Trust
15. Control Persons and Principal Other Information
Holders of Securities
16. Investment Advisory and Other Management of the Trust; Distribution
Services of Trust Shares
17. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Practices
18. Capital Stock and Other Securities Other Information
19. Purchase, Redemption and Pricing Distribution of Trust Shares; Net
of Securities Being Offered Asset Value
20. Tax Status Taxation
21. Underwriters Distribution of Trust Shares
22. Calculation of Performance Data Other Information
23. Financial Statements Financial Statements
-4-
<PAGE>
PIMCO Funds Prospectus
Multi-Manager
Series BLEND STOCK FUNDS
Capital Appreciation Fund
April __, 1998 Mid-Cap Growth Fund
Share Class VALUE STOCK FUNDS
Equity Income Fund
D Renaissance Fund
Value Fund
ENHANCED INDEX STOCK FUNDS
Tax-Efficient Equity Fund
SECTOR STOCK FUNDS
Innovation Fund
PIMCO
-----
FUNDS
<PAGE>
PIMCO Funds: Multi-Manager Series
Prospectus
April , 1999
PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end se-
ries management investment company offering seven separate diver-
sified investment portfolios (each a "Fund") in this Prospectus,
each with different investment objectives and strategies. The ad-
dress of PIMCO Funds: Multi-Manager Series is 840 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.
Each Fund offers Class D shares in this Prospectus. Through sepa-
rate prospectuses, certain Funds and other series of the Trust of-
fer up to five additional classes of shares, Class A, Class B,
Class C, Institutional Class and Administrative Class shares. See
"Description of the Trust--Multiple Classes of Shares."
This Prospectus concisely describes the information investors
should know before investing in Class D shares of the Funds.
Please read this Prospectus carefully and keep it for further ref-
erence. Information about the investment objective of each Fund,
along with a detailed description of the types of securities in
which each Fund may invest, and of investment policies and re-
strictions applicable to each Fund, are set forth in this Prospec-
tus. There can be no assurance that the investment objective of
any Fund will be achieved. Because the market value of each Fund's
investments will change, the investment returns and net asset
value per share of each Fund will vary.
Class D shares are offered only through financial service firms,
such as broker-dealers or registered investment advisers, with
which the Funds' distributor has an agreement for the use of the
Funds in particular investment products, programs or accounts for
which a fee may be charged. See "How to Buy Shares." If you wish
to purchase shares directly from the Trust or the Funds' distribu-
tor, please consider one of the other classes of shares. See "De-
scription of the Trust--Multiple Classes of Shares."
A Statement of Additional Information, dated April , 1999, as
amended or supplemented from time to time, is available free of
charge by writing to PIMCO Funds Distributors LLC (the "Distribu-
tor"), 2187 Atlantic Street, Stamford, Connecticut 06902, or by
telephoning 1-888-87-PIMCO. The Statement of Additional Informa-
tion, which contains more detailed information about the Trust,
has been filed with the Securities and Exchange Commission and is
incorporated by reference in this Prospectus. The Securities and
Exchange Commission maintains an Internet World Wide Web site (at
www.sec.gov) which contains the Statement of Additional Informa-
tion, materials that are incorporated by reference into this Pro-
spectus and the Statement of Additional Information, and other in-
formation about the Funds.
These securities have not been approved or disapproved by the Se-
curities and Exchange Commission or any state securities commis-
sion, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal of-
fense.
Shares of the Funds are not deposits or obligations of, or guaran-
teed or endorsed by, any financial institution, and the shares are
not federally insured by the Federal Deposit Insurance Corpora-
tion, the Federal Reserve Board or any other agency, and involve
risk, including the possible loss of principal.
TABLE OF CONTENTS
PIMCO Funds Overview..................3
Schedule of Fees......................4
Financial Highlights..................6
Investment Objectives and Policies....8
Characteristics and Risks of Securities
and Investment Techniques...........11
Performance Information..............22
How to Buy Shares....................23
Exchange Privilege...................24
How to Redeem........................24
Distributor..........................25
How Net Asset Value Is Determined....25
Distributions........................26
Taxes................................26
Management of the Trust..............27
Description of the Trust.............32
2 PIMCO Funds: Multi-Manager Series
<PAGE>
PIMCO Funds Overview
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") is the in-
vestment adviser of all the Funds. PIMCO Advisors is one of the
largest investment management firms in the U.S. As of December 31,
1998, PIMCO Advisors and its subsidiary partnerships had approxi-
mately $244.2 billion in assets under management. Each Fund has a
sub-adviser (each a "Portfolio Manager") responsible for portfolio
investment decisions, except that the PIMCO Equity Advisors Divi-
sion of PIMCO Advisors (the "PIMCO Equity Advisors Division") man-
ages the investments of the Innovation Fund. Acting in this capac-
ity, the PIMCO Equity Advisors Division is sometimes referred to
in this Prospectus as a "Portfolio Manager." Each sub-adviser is
an affiliate of PIMCO Advisors. The Portfolio Managers are listed
below.
<TABLE>
<CAPTION>
Investment Specialty
------------------------------------------------------------------------------
<S> <C>
PIMCO Equity Advisors [Description of investment specialty to be provided]
Division
------------------------------------------------------
Cadence Capital Stocks of growth companies that the Portfolio Manager
Management ("Cadence") believes are trading at a reasonable price
------------------------------------------------------
Columbus Circle Stocks, using its "Positive Momentum & Positive
Investors ("Columbus Surprise" discipline
Circle")
------------------------------------------------------
NFJ Investment Group Value stocks that the Portfolio Manager believes are
("NFJ") undervalued and/or offer above-average dividend yields
------------------------------------------------------
Parametric Portfolio Stocks, using quantitatively-driven fundamental
Associates ("Parametric") analysis and economic methods, with a specialty in
tax-efficient products
</TABLE>
<TABLE>
<CAPTION>
Fund Name Investment Objective Primary Investments (/1/) Portfolio Manager
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Blend Stock Capital Growth of capital Common stocks of companies Cadence
Funds Appreciation with market
capitalizations of at
least $1 billion that have
improving fundamentals and
whose stock is reasonably
valued by the market
----------------------------------------------------------------------------------------
Mid-Cap Growth of capital Common stocks of companies Cadence
Growth with market
capitalizations in excess
of $500 million that have
improving fundamentals and
whose stock is reasonably
valued by the market
-------------------------------------------------------------------------------------------------
Value Stock Equity Current income as a Common stocks with below- NFJ
Funds Income primary objective; long- average price to earnings
term growth of capital ratios and higher dividend
as a secondary objective yields relative to their
industry groups
----------------------------------------------------------------------------------------
Renaissance Long-term growth of Common stocks with below- Columbus Circle
capital and income average valuations that
have improving business
fundamentals
----------------------------------------------------------------------------------------
Value Long-term growth of Common stocks with below- NFJ
capital and income average price to earnings
ratios relative to their
industry groups
-------------------------------------------------------------------------------------------------
Enhanced Tax-Efficient Maximum after-tax growth A broadly diversified Parametric
Index Stock Equity of capital portfolio of at least 200
Funds common stocks of companies
with larger market
capitalizations
-------------------------------------------------------------------------------------------------
Sector-Related Innovation Capital appreciation; no Common stocks of companies PIMCO Equity
Stock Funds consideration given to with small, medium and Advisors Division
income large market
capitalizations
(technology-related
stocks)
</TABLE>
Fund
Profiles
1. For specific information concerning the market capitalizations
of companies in which each Fund may invest and each Fund's invest-
ment style, see "Investment Objectives and Policies" in this Pro-
spectus.
April , 1999 Prospectus
3
<PAGE>
Schedule of Fees
<TABLE>
<CAPTION>
Shareholder
Transaction
Expenses
All Funds--Class D Shares
---------------------------------------------------------------
<S> <C>
Maximum initial sales charge imposed on purchases
(as a percentage of offering price at time of purchase) None
---------------------------------------------------------------
Maximum sales charge imposed on reinvested dividends
(as a percentage of net asset value at time of purchase) None
---------------------------------------------------------------
Maximum deferred sales charge
(as a percentage of original purchase price) None
---------------------------------------------------------------
Exchange Fee None
</TABLE>
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (1) 5%
Annual Fund Operating Expenses annual return and (2) with or
(As a percentage of average net without redemption at the end
assets): of each time period:
Total
Admini- 12b-1 Fund
Advisory strative (Service) Operating Year
Fund Fees Fees(/1/) Fees(/1/) Expenses 1 3 5 10
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Equity Income .45% .40% .25% 1.10% $11 $35 $61 $134
----------------------------------------------------------------------------------------------
Value .45 .40 .25 1.10 11 35 61 134
----------------------------------------------------------------------------------------------
Renaissance .60 .40 .25 1.25 13 40 69 151
----------------------------------------------------------------------------------------------
Tax-Efficient Equity .45 .40 .25 1.10 11 35 -- --
----------------------------------------------------------------------------------------------
Capital Appreciation .45 .40 .25 1.10 11 35 61 134
----------------------------------------------------------------------------------------------
Mid-Cap Growth .45 .40 .25 1.10 11 35 61 134
----------------------------------------------------------------------------------------------
Innovation .65 .40 .25 1.30 13 41 71 157
</TABLE>
1. The Funds' administration agreement includes a plan for Class D
shares that has been adopted in conformity with the requirements
set forth in Rule 12b-1 under the Investment Company Act of 1940.
The plan provides that up to .25% per annum of the total fees paid
under the administration agreement may represent reimbursement for
expenses in respect of activities ("subject activities") that may
be deemed to be primarily intended to result in the sale of Class
D shares. Each Fund will pay a total of .65% per annum under the
administration agreement regardless of whether a portion or none
of the .25% authorized under the plan is paid for subject servic-
es. To the extent that any payments are deemed to be made pursuant
to the plan, the Funds intend to treat such payments as "service
fees" for purposes of applicable rules of the National Association
of Securities Dealers, Inc. (the "NASD"). See "Management of the
Trust--Fund Administrator." To the extent that such payments for
subject activities are deemed not to be "service fees," Class D
shareholders may, depending on the length of time the shares are
held, pay more than the economic equivalent of the maximum front-
end sales charges permitted by relevant rules of the NASD.
The purpose of the foregoing tables is to assist investors in un-
derstanding the various costs and expenses of the Trust that are
borne directly or indirectly by Class D shareholders of the Funds.
The information is based upon each Fund's current fees and ex-
penses.
NOTE: The figures shown in the Example are entirely hypothetical.
They are not representations of past or future performance or ex-
penses; actual performance and/or expenses may be more or less
than shown.
4 PIMCO Funds: Multi-Manager Series
<PAGE>
(This page left blank intentionally)
April , 1999 Prospectus 5
<PAGE>
Financial Highlights
The financial highlights set forth on the following pages present certain in-
formation and ratios as well as performance information for Class D shares of
the Funds that were operational during the periods listed. The information pro-
vided below is included in the June 30, 1998 PIMCO Funds Annual Report (relat-
ing to Class D shares) and has been audited by PricewaterhouseCoopers LLP, in-
dependent accountants, whose report thereon is also included in such Annual Re-
port. The Annual Report is incorporated by reference in the Statement of Addi-
tional Information and may be obtained without charge from the Distributor. Fi-
nancial Statements and related notes are also incorporated by reference in the
Statement of Additional Information. [Unaudited information for the period
ended December 31, 1998 to be included in a Post-Effective Amendment filed
prior to the effective date of this Amendment.]
<TABLE>
<CAPTION>
Selected Per Net Realized/ Dividends Dividends in Distributions
Class D Share Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
Data for the Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
Period Ended: of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Income
Fund
04/08/98-
06/30/98 $ 16.71 $ 0.09 (a) $(0.66)(a) $ (0.57) $ (0.10) $ 0.00 $ 0.00
Value Fund
04/08/98-
06/30/98 $ 15.99 $ 0.04 (a) $(0.34)(a) $ (0.30) $ (0.05) $ 0.00 $ 0.00
Renaissance Fund
04/08/98-
06/30/98 $ 18.99 $ 0.01 (a) $ 0.10 (a) $ 0.11 $ 0.00 $ 0.00 $ 0.00
Capital
Appreciation
Fund
04/08/98-
06/30/98 $ 25.41 $ 0.02 (a) $ 0.58 (a) $ 0.60 $ 0.00 $ 0.00 $ 0.00
Mid-Cap Growth
Fund
04/08/98-
06/30/98 $ 23.97 $ 0.00 (a) $ 0.02 (a) $ 0.02 $ 0.00 $ 0.00 $ 0.00
Innovation Fund
04/08/98-
06/30/98 $ 21.50 $(0.05)(a) $ 2.83 (a) $ 2.78 $ 0.00 $ 0.00 $ 0.00
<CAPTION>
Selected Per Distributions
Class D Share in Excess of
Data for the Net Realized
Period Ended: Capital Gains
-------------
<S> <C>
Equity Income
Fund
04/08/98-
06/30/98 $ 0.00
Value Fund
04/08/98-
06/30/98 $ 0.00
Renaissance Fund
04/08/98-
06/30/98 $ 0.00
Capital
Appreciation
Fund
04/08/98-
06/30/98 $ 0.00
Mid-Cap Growth
Fund
04/08/98-
06/30/98 $ 0.00
Innovation Fund
04/08/98-
06/30/98 $ 0.00
</TABLE>
*Annualized
(a)Per share amounts based upon average number of shares outstanding during the
period.
6 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distribution Tax Basis Net Asset Expenses to Income (Loss) to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------ --------- ------------- ------------ ------------ ---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ (0.10) $ 16.04 (3.43)% $ 104 1.10%* 2.23%* 45%
$ 0.00 $ 0.00 $ (0.05) $ 15.64 (1.85)% $ 98 1.10%* 1.23%* 77%
$ 0.00 $ 0.00 $ 0.00 $ 19.10 0.58% $ 126 1.25%* 0.21%* 192%
$ 0.00 $ 0.00 $ 0.00 $ 26.01 2.36% $ 118 1.10%* 0.27%* 75%
$ 0.00 $ 0.00 $ 0.00 $ 23.99 0.08% $ 142 1.10%* 0.03%* 66%
$ 0.00 $ 0.00 $ 0.00 $ 24.28 12.93% $ 139 1.30%* (0.99)%* 100%
</TABLE>
April , 1999 Prospectus 7
<PAGE>
Investment Objectives and Policies
The investment objective and general investment policies of each
Fund are described below. There can be no assurance that the in-
vestment objective of any Fund will be achieved. Because the mar-
ket value of each Fund's investments will change, the net asset
value per share of each Fund will also vary. Specific portfolio
securities eligible for purchase by the Funds, investment tech-
niques that may be used by the Funds, and the risks associated
with these securities and techniques are described more fully un-
der "Characteristics and Risks of Securities and Investment Tech-
niques" in this Prospectus and "Investment Objectives and Poli-
cies" in the Statement of Additional Information.
Fund
Descriptions
Equity Income Fund seeks current income as a primary investment
objective, and long-term growth of capital as a secondary objec-
tive. The Fund invests primarily in common stocks characterized by
having below-average price to earnings ("P/E") ratios and higher
dividend yields relative to their industry groups. In selecting
securities, the Portfolio Manager classifies a universe of approx-
imately 2,000 stocks by industry, each of which has a minimum mar-
ket capitalization of $200 million at the time of investment. The
universe is then screened to find the lowest P/E ratios in each
industry, subject to application of quality and price momentum
screens. From this group, approximately 25 stocks with the highest
yields are chosen for the Fund. The universe is then rescreened to
find the highest yielding stock in each industry, subject to ap-
plication of quality and price momentum screens. From this group,
approximately 25 stocks with the lowest P/E ratios are added to
the Fund. Although quarterly rebalancing is a general rule, re-
placements are made whenever an alternative stock within the same
industry has a significantly lower P/E ratio or higher dividend
yield than the current Fund holding. The Portfolio Manager for the
Equity Income Fund is NFJ.
Value Fund seeks long-term growth of capital and income. The Fund
invests primarily in common stocks characterized by having below-
average P/E ratios relative to their industry groups. In selecting
securities, the Portfolio Manager classifies a universe of approx-
imately 2,000 stocks by industry, each of which has a minimum mar-
ket capitalization of $200 million at the time of investment. The
universe is then screened to find the stocks with the lowest P/E
ratios in each industry, subject to application of quality and
price momentum screens. The stocks in each industry with the low-
est P/E ratios that pass the quality and price momentum screens
are then selected for the Fund. The Fund usually invests in ap-
proximately 50 stocks, although the Fund may reduce its holdings
below this number (normally not below 30 stocks) if the Portfolio
Manager believes that this would help the Fund to achieve its in-
vestment objective. Although quarterly rebalancing is a general
rule, replacements are made whenever an alternative stock within
the same industry has a significantly lower P/E ratio than the
current Fund holdings. The Portfolio Manager for the Value Fund is
NFJ.
Renaissance Fund seeks long-term growth of capital and income. The
Fund invests primarily in common stocks having below-average valu-
ations whose issuers are experiencing improvements in their busi-
ness fundamentals. Relative valuation is determined using a multi-
factor approach that examines characteristics such as price to
book, price to earnings and price to cash flow ratios. Stocks
which pass the valuation screen are further analyzed to identify
the key drivers of financial results and catalysts for change
which indicate that a company may demonstrate improving fundamen-
tals in the future. Stocks which appear likely to exceed consensus
expectations are candidates for addition to the Fund's portfolio.
Stocks are sold from the Fund's portfolio when the Portfolio Man-
ager believes that their ability to exceed investor expectations
has diminished or when their valuations have become excessive.
The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not includ-
ing Eurodollar certificates of deposit), which will not exceed 15%
of the Fund's assets at the time of investment. Investing in the
securities of foreign issuers involves special risks and consider-
ations not typically associated with investing in U.S. securities.
For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The
Fund may also purchase and write call and put options on securi-
ties and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and
enter into forward foreign currency contracts. The Portfolio Man-
ager for the Renaissance Fund is Columbus Circle.
8 PIMCO Funds: Multi-Manager Series
<PAGE>
Tax-Efficient Equity Fund seeks maximum after-tax growth of capi-
tal. The Fund attempts to provide a total return which exceeds the
return of the Standard & Poor's 500 Composite Stock Price Index
(the "S&P 500"). In addition, 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 by using the strategies described be-
low. Notwithstanding these strategies, the Fund may have taxable
investment income and may realize taxable gains from time to time.
The Fund invests primarily in a broadly diversified portfolio
of at least 200 common stocks. Normally, at least 95% of the
Fund's assets will be invested in stocks represented in the S&P
500 and the Fund's portfolio is designed to have certain charac-
teristics that are similar to those of the index. These character-
istics include such measures as dividend yield, P/E ratio, rela-
tive volatility, economic sector exposure, return on equity and
market price-to-book value ratio. However, the Portfolio Manager
attempts to construct a portfolio that produces a higher total re-
turn than the S&P 500 by using the quantitative security selection
techniques described below. Of course, there can be no assurance
that the Fund's investment performance will equal or exceed that
of the S&P 500.
In selecting specific securities, the Portfolio Manager uses a
proprietary quantitative model that ranks companies based on long-
term (5-10 years) price appreciation potential through analysis of
such factors as growth of sustainable earnings and dividend behav-
ior. Securities in the top 50% of the model's ranking are consid-
ered for purchase. The Portfolio Manager's sell discipline incor-
porates a focus on reducing the realization of capital gains. Each
sell candidate is evaluated based on its cost, current market val-
ue, and anticipated benefit of replacement. Securities in the bot-
tom 20% of the model's ranking are considered for sale. The Fund
may engage in the purchase and writing of options on securities
indexes and may also invest in stock index futures contracts and
options thereon.
The Portfolio Manager utilizes a range of active tax management
techniques to minimize taxable distributions, including: low port-
folio turnover; emphasis towards low-dividend, growth-oriented
companies; tax lot accounting (identification of specific shares
of securities being sold that have the lowest tax cost); and regu-
lar rebalancing to capture available tax credits. 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). The Fund
intends to notify each shareholder as to that portion of his or
her capital gain dividends which qualifies for a long-term tax
rate of 20% in the hands of the shareholder. Net short-term capi-
tal 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 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 per-
mitted by law, use hedging techniques such as the purchase of put
options, the sale of stock index futures contracts and equity
swaps. By using these techniques rather than selling such securi-
ties, the Fund can reduce its exposure to price declines in the
securities without realizing substantial capital gains. In limited
circumstances, the Fund may follow the practice of distributing
selected appreciated securities to meet redemptions of certain in-
vestors and may, within certain limits, use the selection of secu-
rities distributed to meet such redemptions as a management tool.
By distributing appreciated securities the Fund can reduce its po-
sition in such securities without realizing capital gains. During
periods of net withdrawals by investors, using distributions of
securities could enable the Fund to avoid the forced sale of secu-
rities to raise cash for meeting redemptions.
It is expected that by employing the various tax-efficient man-
agement strategies described above, the Fund can minimize the ex-
tent to which shareholders incur taxes as a result of realized
capital gains. The Fund may nevertheless realize gains and share-
holders will incur tax liability from time to time. The Portfolio
Manager for the Tax-Efficient Equity Fund is Parametric.
April , 1999 Prospectus 9
<PAGE>
Capital Appreciation Fund seeks growth of capital. The Fund in-
vests primarily in common stocks of companies that have improving
fundamentals (such as growth of earnings and dividends) and whose
stock is reasonably valued by the market. Stocks for the Fund are
selected from a universe of the approximately 1,000 largest market
capitalization stocks, all of which are those of companies with
market capitalizations of at least $1 billion at the time of in-
vestment. The Fund usually invests in approximately 60 to 100 com-
mon stocks. Each issue is screened and ranked using five distinct
computerized models, including: (i) a dividend growth screen, (ii)
an equity growth screen, (iii) an earnings growth screen, (iv) an
earnings momentum screen, and (v) an earnings surprise screen. The
Portfolio Manager believes that the models identify the stocks in
the universe exhibiting growth characteristics with reasonable
valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor rela-
tive price performance. The universe is rescreened frequently to
obtain a favorable composition of growth and value characteristics
for the entire Fund. The Portfolio Manager for the Capital Appre-
ciation Fund is Cadence.
Mid-Cap Growth Fund seeks growth of capital. The Fund invests pri-
marily in common stocks of middle capitalization companies that
have improving fundamentals (such as growth of earnings and divi-
dends) and whose stock is reasonably valued by the market. Stocks
for the Fund are selected from a universe of companies with market
capitalizations in excess of $500 million at the time of invest-
ment, excluding the 200 companies with the highest market capital-
ization. The Fund usually invests in approximately 60 to 100 com-
mon stocks. Each issue is screened and ranked using five distinct
computerized models, including: (i) a dividend growth screen, (ii)
an equity growth screen, (iii) an earnings growth screen, (iv) an
earnings momentum screen, and (v) an earnings surprise screen. The
Portfolio Manager believes that the models identify the stocks in
the universe exhibiting growth characteristics with reasonable
valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor rela-
tive price performance. The universe is rescreened frequently to
obtain a favorable composition of growth and value characteristics
for the entire Fund. The Portfolio Manager for the Mid-Cap Growth
Fund is Cadence.
Innovation Fund seeks capital appreciation. No consideration is
given to income. The Fund invests primarily (i.e., 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 tech-
nologies. Although the Fund emphasizes the utilization of technol-
ogies, it is not restricted to investment in companies in a par-
ticular business sector or industry.
The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not includ-
ing Eurodollar certificates of deposit), which will not exceed 15%
of the Fund's assets at the time of investment. Investing in the
securities of foreign issuers involves special risks and consider-
ations not typically associated with investing in U.S. companies.
For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The
Fund may also purchase and write call and put options on securi-
ties and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and
enter into forward foreign currency contracts. The Portfolio Man-
ager for the Innovation Fund is the PIMCO Equity Advisors Division
of PIMCO Advisors.
Stock
Investments The Equity Income, Value, Tax-Efficient Equity, Capital Apprecia-
tion and Mid-Cap Growth Funds will each invest primarily (normally
at least 65% of its assets) in common stock. Each of these Funds
may maintain a portion of its assets, which will usually not ex-
ceed 10%, in U.S. Government securities, high quality debt securi-
ties (whose maturity or remaining maturity will not exceed five
years), money market obligations, and in cash to provide for pay-
ment of the Fund's expenses and to meet redemption requests. It is
the policy of these Funds to be as fully invested in common stocks
as practicable at all times. This policy precludes these Funds
from investing in debt securities as a defensive investment pos-
ture (although these Funds may invest in such securities to pro-
vide for payment of expenses and to meet redemption requests). Ac-
cordingly, investors in these Funds bear the risk of general de-
clines in stock prices and
10 PIMCO Funds: Multi-Manager Series
<PAGE>
the risk that a Fund's exposure to such declines cannot be less-
ened by investment in debt securities. These Funds may also invest
in convertible securities, preferred stocks, and warrants, subject
to certain limitations.
The Renaissance and Innovation Funds will invest primarily
(normally at least 65% of its assets) in common stocks, and may
also invest in other equity securities, including preferred stocks
and securities (including debt securities and warrants) convert-
ible into or exercisable for common stocks. Each of these Funds
may invest a portion of its assets in debt securities and, for
temporary defensive purposes, up to 100% of its assets in short-
term U.S. Government securities and other money market instru-
ments.
One or more of the Funds may temporarily not be invested pri-
marily in equity securities immediately following the commencement
of operations or after receipt of significant new monies. While
attempting to identify suitable investments, the Funds may hold
assets in cash, short-term U.S. Government Securities and other
money market instruments. Any of the Funds may temporarily not
contain the number of securities in which it normally invests if
the Fund does not have sufficient assets to be fully invested, or
pending the Portfolio Manager's ability to prudently invest new
monies.
The Funds may also lend portfolio securities; enter into repur-
chase agreements and reverse repurchase agreements (subject to the
Funds' investment limitations described below); purchase and sell
securities on a when-issued or delayed delivery basis; and enter
into forward commitments to purchase securities. Each of the Funds
may invest in American Depository Receipts ("ADRs"), and the Re-
naissance and Innovation Funds may also invest in European Deposi-
tory Receipts ("EDRs") and Global Depository Receipts ("GDRs").
For more information on these investment practices, see "Charac-
teristics and Risks of Securities and Investment Techniques" in
this Prospectus and "Investment Objectives and Policies" in the
Statement of Additional Information.
Characteristics and Risks of
Securities and Investment Techniques
The different types of securities and investment techniques used
by the individual Funds all have attendant risks of varying de-
grees. For example, with respect to common stock, there can be no
assurance of capital appreciation, and there is a risk of market
decline. With respect to debt securities, including money market
instruments, there is the risk that the issuer of a security may
not be able to meet its obligation to make scheduled interest or
principal payments. Because each Fund seeks a different investment
objective and has different investment policies, each is subject
to varying degrees of financial, market and credit risks. There-
fore, investors should carefully consider the investment objec-
tive, investment policies and potential risks of any Fund or Funds
before investing.
The following describes potential risks associated with differ-
ent types of investment techniques that may be used by the indi-
vidual Funds. For more detailed information on these investment
techniques, as well as information on the types of securities in
which some or all of the Funds may invest, see the Statement of
Additional Information.
Certain of the Funds may invest in common stock of companies with
market capitalizations that are small compared to other publicly
traded companies. Generally, small market capitalization is con-
sidered to be less than $1.5 billion and large market capitaliza-
tion is considered to be more than $5 billion. Investments in
larger companies present certain advantages in that such companies
generally have greater financial resources, more extensive re-
search and development, manufacturing, marketing and service capa-
bilities, and more stability and greater depth of management and
technical personnel. Investments in smaller, less seasoned compa-
nies may present greater opportunities for growth but also may in-
volve greater risks than customarily are associated with more es-
tablished companies. The securities of
Investments
In Companies
With Small
and Medium
Market
Capitalizations
smaller companies may be subject to more abrupt or erratic market
movements than larger, more established companies. These companies
may have limited product lines, markets or financial resources, or
they may be dependent upon a limited management group. Their secu-
rities may be traded in the over-the-counter market or on a re-
gional exchange, or may otherwise have limited liquidity. As a re-
sult of owning large positions in this type of security, a Fund is
April , 1999 Prospectus 11
<PAGE>
subject to the additional risk of possibly having to sell portfo-
lio securities at disadvantageous times and prices if redemptions
require the Fund to liquidate its securities positions. In addi-
tion, it may be prudent for a Fund with a relatively large asset
size to limit the number of relatively small positions it holds in
securities having limited liquidity in order to minimize its expo-
sure to such risks, to minimize transaction costs, and to maximize
the benefits of research. As a consequence, as a Fund's asset size
increases, the Fund may reduce its exposure to illiquid small cap-
italization securities, which could adversely affect performance.
Many of the Funds may also invest in stocks of companies with
medium market capitalizations. Whether a U.S. issuer's market cap-
italization is medium is determined by reference to the capital-
ization for all issuers whose equity securities are listed on a
United States national securities exchange or which are reported
on NASDAQ. Issuers with market capitalizations within the range of
capitalization of companies included in the S&P Mid Cap 400 Index
may be regarded as being issuers with medium market capitaliza-
tions. Such investments share some of the risk characteristics of
investments in stocks of companies with small market capitaliza-
tions described above, although such companies tend to have longer
operating histories, broader product lines and greater financial
resources and their stocks tend to be more liquid and less vola-
tile than those of smaller capitalization issuers.
Foreign Securities
The Renaissance and Innovation Funds may invest up to 15% of their
respective assets in securities which are traded principally in
securities markets outside the United States (Eurodollar certifi-
cates of deposit are excluded for purposes of these limitations),
and may invest without limit in securities of foreign issuers that
are traded in U.S. markets. All of the Funds may invest in ADRs.
In addition, the Renaissance and Innovation Funds may invest in
EDRs and GDRs. ADRs are dollar denominated receipts issued gener-
ally by domestic banks and representing the deposit with the bank
of a security of a foreign issuer, and are publicly traded on ex-
changes or over-the-counter in the United States. EDRs are re-
ceipts similar to ADRs and are issued and traded in Europe. GDRs
may be offered privately in the United States and also trade in
public or private markets in other countries.
Investing in the securities of issuers in any foreign country
involves special risks and considerations not typically associated
with investing in U.S. companies. Shareholders should consider
carefully the substantial risks involved in investing in securi-
ties issued by companies and governments of foreign nations. These
risks include: differences in accounting, auditing and financial
reporting standards; generally higher commission rates on foreign
portfolio transactions; the possibility of nationalization, expro-
priation or confiscatory taxation; adverse changes in investment
or exchange control regulations (which may include suspension of
the ability to transfer currency from a country); and political
instability which could affect U.S. investments in foreign coun-
tries. Individual foreign economies may differ favorably or unfa-
vorably from the U.S. economy in such respects as growth of gross
domestic product, rate of inflation, capital reinvestment, re-
sources, self-sufficiency, and balance of payments position. The
securities markets, values of securities, yields, and risks asso-
ciated with securities markets may change independently of each
other. Additionally, foreign securities and dividends and interest
payable on those securities may be subject to foreign taxes, in-
cluding taxes withheld from payments on those securities. Foreign
securities often trade with less frequency and volume than domes-
tic securities and therefore may exhibit greater price volatility.
Additional costs associated with an investment in foreign securi-
ties may include higher custodial fees than apply to domestic cus-
todial arrangements and transaction costs of foreign currency con-
versions. Changes in foreign exchange rates also will affect the
value of securities denominated or quoted in currencies other than
the U.S. dollar.
A Fund's investments in foreign currency denominated debt obli-
gations and hedging activities will likely produce a difference
between its book income and its taxable income. This difference
may cause a portion of the Fund's income distributions to consti-
tute returns of capital for tax purposes or require the Fund to
make distributions exceeding book income to qualify as a regulated
investment company for federal tax purposes.
To the extent that the Renaissance and Innovation Funds invest
in foreign securities, these Funds may invest in the securities of
issuers based in countries with developing economies. Investing in
developing (or "emerging market") countries involves certain risks
not typically associated with investing in U.S. securities, and
imposes risks greater than,
12 PIMCO Funds: Multi-Manager Series
<PAGE>
or in addition to, risks of investing in foreign, developed coun-
tries. A number of emerging market countries restrict, to varying
degrees, foreign investment in securities. Repatriation of invest-
ment income, capital, and the proceeds of sales by foreign invest-
ors may require governmental registration and/or approval in some
emerging market countries. A number of the currencies of emerging
market countries have experienced significant declines against the
U.S. dollar in recent years, and devaluation may occur subsequent
to investments in these currencies by a Fund. Inflation and rapid
fluctuations in inflation rates have had, and may continue to
have, negative effects on the economies and securities markets of
certain emerging market countries. Many of the emerging securities
markets are relatively small, have low trading volumes, suffer pe-
riods of relative illiquidity, and are characterized by signifi-
cant price volatility. There is a risk in emerging market coun-
tries that a future economic or political crisis could lead to
price controls, forced mergers of companies, expropriation or con-
fiscatory taxation, seizure, nationalization, or creation of gov-
ernment monopolies, any of which may have a detrimental effect on
a Fund's investment.
Additional risks of investing in emerging market countries may
include: currency exchange rate fluctuations; greater social, eco-
nomic and political uncertainty and instability (including the
risk of war); more substantial governmental involvement in the
economy; less governmental supervision and regulation of the secu-
rities markets and participants in those markets; unavailability
of currency hedging techniques in certain emerging market coun-
tries; the fact that companies in emerging market countries may be
newly organized and may be smaller and less seasoned companies;
the difference in, or lack of, auditing and financial reporting
standards, which may result in unavailability of material informa-
tion about issuers; the risk that it may be more difficult to ob-
tain and/or enforce a judgment in a court outside the United
States; and significantly smaller market capitalization of securi-
ties markets. Also, any change in the leadership or policies of
emerging market countries, or the countries that exercise a sig-
nificant influence over those countries, may halt the expansion of
or reverse the liberalization of foreign investment policies now
occurring and adversely affect existing investment opportunities.
In addition, emerging securities markets may have different
clearance and settlement procedures, which may be unable to keep
pace with the volume of securities transactions or otherwise make
it difficult to engage in such transactions. Settlement problems
may cause a Fund to miss attractive investment opportunities, hold
a portion of its assets in cash pending investment, or delay in
disposing of a portfolio security. Such a delay could result in
possible liability to a purchaser of the security.
Foreign Foreign currency exchange rates may fluctuate significantly over
Currency short periods of time. They generally are determined by the forces
Transactionsof supply and demand in the foreign exchange markets and the rela-
tive merits of investments in different countries, actual or per-
ceived changes in interest rates and other complex factors, as
seen from an international perspective. Currency exchange rates
also can be affected unpredictably by intervention (or the failure
to intervene) by U.S. or foreign governments or central banks, or
by currency controls or political developments in the U.S. or
abroad. For example, significant uncertainty surrounds the pro-
posed introduction of the euro (a common currency unit for the Eu-
ropean Union) in January 1999 and its effect on the value of secu-
rities denominated in local European currencies. These and other
currencies in which the Funds' assets are denominated may be de-
valued against the U.S. dollar, resulting in a loss to the Funds.
For a more complete discussion of foreign currency risks (includ-
ing those associated with the euro), please see "Investment Objec-
tives and Policies--Foreign Currencies" in the Statement of Addi-
tional Information.
The Renaissance and Innovation Funds may enter into forward
foreign currency exchange contracts to reduce the risks of adverse
changes in foreign exchange rates. A forward foreign currency ex-
change contract involves an obligation to purchase or sell a spe-
cific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at
a price set at the time of the contract. By entering into a for-
ward foreign currency exchange contract, the Fund "locks in" the
exchange rate between the currency it will deliver and the cur-
rency it will receive for the duration of the contract. As a re-
sult, a Fund reduces its exposure to changes in the value of the
currency it will deliver and increases its exposure to changes in
the value of the currency it will exchange
April , 1999 Prospectus 13
<PAGE>
into. The effect on the value of a Fund is similar to selling se-
curities denominated in one currency and purchasing securities de-
nominated in another currency. Contracts to sell foreign currency
would limit any potential gain which might be realized by a Fund
if the value of the hedged currency increases. A Fund may enter
into these contracts for the purpose of hedging against foreign
exchange risk arising from the Fund's investment or anticipated
investment in securities denominated in foreign currencies. Suit-
able hedging transactions may not be available in all circum-
stances and there can be no assurance that a Fund will engage in
such transactions at any given time or from time to time. Also,
such transactions may not be successful and may eliminate any
chance for a Fund to benefit from favorable fluctuations in rele-
vant foreign currencies.
Money Each of the Funds may invest at least a portion of its assets in
Market the following kinds of money market instruments:
Instruments (1)short-term U.S. Government securities;
(2) certificates of deposit, bankers' acceptances and other
bank obligations rated in the two highest rating categories
by at least two NRSROs, or, if rated by only one NRSRO, in
such agency's two highest grades, or, if unrated,
determined to be of comparable quality by the Adviser or a
Portfolio Manager. Bank obligations must be those of a bank
that has deposits in excess of $2 billion or that is a
member of the Federal Deposit Insurance Corporation. A Fund
may invest in obligations of U.S. branches or subsidiaries
of foreign banks ("Yankee dollar obligations") or foreign
branches of U.S. banks ("Eurodollar obligations");
(3) commercial paper rated in the two highest rating categories
by at least two NRSROs, or, if rated by only one NRSRO, in
such agency's two highest grades, or, if unrated, deter-
mined to be of comparable quality by the Adviser or a Port-
folio Manager;
(4) corporate obligations with a remaining maturity of 397 days
or less whose issuers have outstanding short-term debt ob-
ligations rated in the highest rating category by at least
two NRSROs, or, if rated by only one NRSRO, in such
agency's highest grade, or, if unrated, determined to be of
comparable quality by the Adviser or a Portfolio Manager;
and
(5)repurchase agreements with domestic commercial banks or reg-
istered broker-dealers.
Mortgage- The Renaissance and Innovation Funds may invest in mortgage-re-
RelatedAnd lated securities, and in other asset-backed securities (unrelated
OtherAsset- to mortgage loans) that are offered to investors currently or in
Backed the future. The value of some mortgage-related or asset-backed se-
Securities curities in which the Funds invest may be particularly sensitive
to changes in prevailing interest rates, and, like other fixed in-
come investments, the ability of a Fund to successfully utilize
these instruments may depend in part upon the ability of the Port-
folio Manager to forecast interest rates and other economic fac-
tors correctly.
Mortgage Pass-Through Securities are securities representing in-
terests in "pools" of mortgage loans secured by residential or
commercial real property in which payments of both interest and
principal on the securities are generally made monthly, in effect
"passing through" monthly payments made by the individual borrow-
ers on the mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities). Early re-
payment of principal on some mortgage-related securities (arising
from prepayments of principal due to sale of the underlying prop-
erty, refinancing, or foreclosure, net of fees and costs which may
be incurred) may expose a Fund to a lower rate of return upon re-
investment of principal. Also, if a security subject to prepayment
has been purchased at a premium, the value of the premium would be
lost in the event of prepayment. Like other fixed income securi-
ties, when interest rates rise, the value of a mortgage-related
security generally will decline; however, when interest rates are
declining, the value of mortgage-related securities with prepay-
ment features may not increase as much as other fixed income secu-
rities. The rate of prepayments on underlying mortgages will af-
fect the price and volatility of a mortgage-related security, and
may have the effect of shortening or extending the effective matu-
rity of the security beyond what was anticipated at the time of
purchase. To the extent that unanticipated rates of prepayment on
underlying mortgages increase the effective maturity of a mort-
gage-related security, the volatility of such security can be ex-
pected to increase.
14 PIMCO Funds: Multi-Manager Series
<PAGE>
Payment of principal and interest on some mortgage pass-through
securities (but not the market value of the securities themselves)
may be guaranteed by the full faith and credit of the U.S. Govern-
ment (in the case of securities guaranteed by the Government Na-
tional Mortgage Association ("GNMA")); or guaranteed by agencies
or instrumentalities of the U.S. Government (in the case of secu-
rities guaranteed by the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"),
which are supported only by the discretionary authority of the
U.S. Government to purchase the agency's obligations). Mortgage-
related securities created by non-governmental issuers (such as
commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or guaran-
tees, including individual loan, title, pool and hazard insurance
and letters of credit, which may be issued by governmental enti-
ties, private insurers or the mortgage poolers.
Collateralized Mortgage Obligations ("CMOs") are hybrid mortgage-
related instruments. Similar to a bond, interest and pre-paid
principal on a CMO are paid, in most cases, on a monthly basis.
CMOs may be collateralized by whole mortgage loans but are more
typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC, or FNMA. CMOs are structured
into multiple classes, with each class bearing a different stated
maturity. Monthly payments of principal, including prepayments,
are first returned to investors holding the shortest maturity
class; investors holding the longer maturity classes receive prin-
cipal only after the first class has been retired. CMOs that are
issued or guaranteed by the U.S. Government or by any of its agen-
cies or instrumentalities will be considered U.S. Government secu-
rities by a Fund, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other pri-
vately issued securities for purposes of applying a Fund's diver-
sification tests.
Commercial Mortgage-Backed Securities include securities that re-
flect an interest in, and are secured by, mortgage loans on com-
mercial real property. The market for commercial mortgage-backed
securities developed more recently and in terms of total outstand-
ing principal amount of issues is relatively small compared to the
market for residential single-family mortgage-backed securities.
Many of the risks of investing in commercial mortgage-backed secu-
rities reflect the risks of investing in the real estate securing
the underlying mortgage loans. These risks reflect the effects of
local and other economic conditions on real estate markets, the
ability of tenants to make loan payments, and the ability of a
property to attract and retain tenants. Commercial mortgage-backed
securities may be less liquid and exhibit greater price volatility
than other types of mortgage-related or asset-backed securities.
Mortgage-Related Securities include securities other than those
described above that directly or indirectly represent a participa-
tion in, or are secured by and payable from, mortgage loans on
real property, such as CMO residuals or stripped mortgage-backed
securities ("SMBS"), and may be structured in classes with rights
to receive varying proportions of principal and interest.
A common type of SMBS will have one class receiving some of the
interest and most of the principal from the mortgage assets, while
the other class will receive most of the interest and the remain-
der of the principal. In the most extreme case, one class will re-
ceive all of the interest (the interest-only, or "IO" class),
while the other class will receive all of the principal (the prin-
cipal-only, or "PO" class). The yield to maturity on an IO class
is extremely sensitive to the rate of principal payments (includ-
ing prepayments) on the related underlying mortgage assets, and a
rapid rate of principal payments may have a material adverse ef-
fect on a Fund's yield to maturity from these securities. For a
discussion of the characteristics of some of these instruments,
see the Statement of Additional Information.
Convertible
Securities Many of the Funds may invest in convertible securities. Convert-
ible securities are generally preferred stocks or fixed income se-
curities that are convertible into common stock at either a stated
price or a stated rate. The price of the convertible security will
normally vary in some proportion to changes in the price of the
underlying common stock because of this conversion feature. A con-
vertible security will normally also provide a fixed income
stream. For this reason, the convertible security may not decline
in price as rapidly as the underlying common stock.
April , 1999 Prospectus 15
<PAGE>
A Fund's Portfolio Manager will select convertible securities
to be purchased by the Fund based primarily upon its evaluation of
the fundamental investment characteristics and growth prospects of
the issuer of the security. As a fixed income security, a convert-
ible security tends to increase in market value when interest
rates decline and to decrease in value when interest rates rise.
While convertible securities generally offer lower interest or
dividend yields than non-convertible fixed income securities of
similar quality, their value tends to increase as the market value
of the underlying stock increases and to decrease when the value
of the underlying stock decreases.
The Renaissance Fund may invest in so-called "synthetic con-
vertible securities," which are composed of two or more different
securities whose investment characteristics, taken together, re-
semble those of convertible securities. For example, the Renais-
sance Fund may purchase a non-convertible debt security and a war-
rant or option. The synthetic convertible differs from the true
convertible security in several respects. Unlike a true convert-
ible security, which is a single security having a unitary market
value, a synthetic convertible comprises two or more separate se-
curities, each with its own market value. Therefore, the "market
value" of a synthetic convertible is the sum of the values of its
fixed income component and its convertible component. For this
reason, the values of a synthetic convertible and a true convert-
ible security may respond differently to market fluctuations.
Risks of The Renaissance Fund may invest a portion of its assets in fixed
High Yield income securities rated lower than Baa by Moody's or lower than
Securities BBB by S&P but rated at least B by Moody's or S&P or, if not rat-
("Junk ed, determined by the Portfolio Manager to be of comparable quali-
Bonds") ty. In addition, the Renaissance Fund may invest in convertible
securities rated below B by Moody's or S&P (or, if unrated, con-
sidered by the Portfolio Manager to be of comparable quality). Se-
curities rated lower than Baa by Moody's or lower than BBB by S&P
are sometimes referred to as "high yield" or "junk" bonds. Invest-
ors should consider the risks associated with high yield securi-
ties before investing in this Fund. Although the Renaissance Fund
reserves the right to do so at any time, as of the date of this
Prospectus, it does not invest or have the present intention to
invest more than 5% of its assets in high yield securities or junk
bonds.
Investing in high yield securities involves special risks in
addition to the risks associated with investments in higher rated
fixed income securities. While offering a greater potential oppor-
tunity for capital appreciation and higher yields than investments
in higher rated debt securities, high yield securities typically
entail greater potential price volatility and may be less liquid
than investment grade debt. High yield securities may be regarded
as predominately speculative with respect to the issuer's continu-
ing ability to meet principal and interest payments. Analysis of
the creditworthiness of issuers of high yield securities may be
more complex than for issuers of higher quality debt securities,
and achievement of a Fund's investment objective may, to the ex-
tent of its investments in high yield securities, depend more
heavily on the Portfolio Manager's creditworthiness analysis than
would be the case if the Fund were investing in higher quality se-
curities. High yield securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions
than higher grade securities.
For additional discussion of the characteristics of lower rated
fixed income securities, see the Statement of Additional Informa-
tion. Ratings assigned to fixed income securities are described in
the Appendix to the Statement of Additional Information.
Derivative To the extent permitted by the investment objective and policies
Instruments of each Fund, a Fund may purchase and write call and put options
on securities, securities indexes and foreign currencies, and en-
ter into futures contracts and use options on futures contracts as
further described below. In pursuit of their investment objec-
tives, the Renaissance, Tax-Efficient Equity and Innovation Funds
may engage in the purchase and writing of call and put options on
securities and securities indexes and enter into futures contracts
and options thereon, including securities index futures contracts
and options thereon. The Funds that may invest in foreign-currency
denominated securities may engage in the purchase and writing of
call and put options on foreign currencies. The Funds may (but are
not required to) use these techniques to hedge against changes in
interest rates, foreign currency exchange rates or securities
prices. Each Fund will
16 PIMCO Funds: Multi-Manager Series
<PAGE>
segregate assets determined to be liquid by the Adviser or a Port-
folio Manager in accordance with procedures established by the
Board of Trustees (or, as permitted by applicable regulation, en-
ter into certain offsetting positions) to cover its obligations
under options and futures to limit leveraging of the Fund.
Derivative instruments are considered for these purposes to
consist of securities or other instruments whose value is derived
from or related to the value of some other instrument or asset,
and not to include those securities whose payment of principal
and/or interest depend upon cash flows from underlying assets,
such as mortgage-related or asset-backed securities. See "Mort-
gage-Related and Other Asset-Backed Securities." The value of some
derivative instruments in which the Funds may invest may be par-
ticularly sensitive to changes in prevailing interest rates, and,
like the other investments of the Funds, the ability of a Fund to
successfully utilize these instruments may depend in part upon the
ability of the Portfolio Manager to forecast interest rates and
other economic factors correctly. If the Portfolio Manager incor-
rectly forecasts such factors and has taken positions in deriva-
tive instruments contrary to prevailing market trends, the Funds
could be exposed to the risk of loss.
The Funds might not employ any of the strategies described be-
low, and no assurance can be given that any strategy used will
succeed. If the Portfolio Manager incorrectly forecasts interest
rates, market values or other economic factors in utilizing a de-
rivatives strategy for a Fund, the Fund might have been in a bet-
ter position if it had not entered into the transaction at all.
Also, suitable derivative transactions may not be available in all
circumstances. The use of these strategies involves certain spe-
cial risks, including a possible imperfect correlation, or even no
correlation, between price movements of derivative instruments and
price movements of related investments. While some strategies in-
volving derivative instruments can reduce the risk of loss, they
can also reduce the opportunity for gain or even result in losses
by offsetting favorable price movements in related investments or
otherwise, due to the possible inability of a Fund to purchase or
sell a portfolio security at a time that would be favorable or the
possible need to sell a portfolio security at a disadvantageous
time because the Fund is required to maintain asset coverage or
offsetting positions in connection with transactions in derivative
instruments, and the possible inability of a Fund to close out or
to liquidate its derivatives positions. In addition, a Fund's use
of such instruments may cause the Fund to realize higher amounts
of short-term capital gains (generally taxed at ordinary income
tax rates) than if it had not used such instruments.
Options on Securities, Securities Indexes and Currencies Certain
Funds may purchase put options on securities. One purpose of pur-
chasing put options is to protect holdings in an underlying or re-
lated security against a substantial decline in market value.
These Funds may also purchase call options on securities. One pur-
pose of purchasing call options is to protect against substantial
increases in prices of securities the Fund intends to purchase
pending its ability to invest in such securities in an orderly
manner. A Fund may sell put or call options it has previously pur-
chased, which could result in a net gain or loss depending on
whether the amount realized on the sale is more or less than the
premium and other transaction costs paid on the put or call option
which is sold. A Fund may write a call or put option only if the
option is "covered" by the Fund holding a position in the under-
lying securities or by other means which would permit immediate
satisfaction of the Fund's obligation as writer of the option.
Prior to exercise or expiration, an option may be closed out by an
offsetting purchase or sale of an option of the same series.
The purchase and writing of options involves certain risks.
During the option period, the covered call writer has, in return
for the premium on the option, given up the opportunity to profit
from a price increase in the underlying security above the exer-
cise price, but, as long as its obligation as a writer continues,
has retained the risk of loss should the price of the underlying
security decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer
of the option. Once an option writer has received an exercise no-
tice, it cannot effect a closing purchase transaction in order to
terminate its obligation under the option and must deliver the un-
derlying security at the exercise price. If a put or call option
purchased by the Fund is not sold when it has remaining value, and
if the market price of the underlying security remains equal to or
greater than the exercise price (in the case of a put), or remains
less than or equal to the exercise price (in the case of a call),
the Fund will lose its entire investment in the option. Also,
where a put or call option on a particular security is purchased
to hedge against
April , 1999 Prospectus 17
<PAGE>
price movements in a related security, the price of the put or
call option may move more or less than the price of the related
security. There can be no assurance that a liquid market will ex-
ist when a Fund seeks to close out an option position. Further-
more, if trading restrictions or suspensions are imposed on the
options markets, a Fund may be unable to close out a position.
For each of the Renaissance and Innovation Funds, in the case
of a written call option on a securities index, the Fund will own
corresponding securities whose historic volatility correlates with
that of the index.
Over-the-counter options in which certain Funds may invest dif-
fer from traded options in that they are two-party contracts, with
price and other terms negotiated between buyer and seller, and
generally do not have as much market liquidity as exchange-traded
options. The Funds may be required to treat as illiquid over-the-
counter options purchased and securities being used to cover cer-
tain written over-the-counter options.
Swap Agreements The Tax-Efficient Equity Fund may enter into eq-
uity index swap agreements for purposes of gaining exposure to the
stocks making up an index of securities without actually purchas-
ing those stocks. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from
a few weeks to more than one year. In a standard swap transaction,
two parties agree to exchange the returns (or differentials in
rates of return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest
factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional
amount," i.e., the return on or increase in value of a particular
dollar amount invested at a particular interest rate, or in a
"basket" of securities representing a particular index.
Most swap agreements entered into by the Fund calculate the ob-
ligations of the parties to the agreement on a "net basis." Conse-
quently, the Fund's current obligations (or rights) under a swap
agreement will generally be equal only to the net amount to be
paid or received under the agreement based on the relative values
of the positions held by each party to the agreement (the "net
amount"). The Fund's current obligations under a swap agreement
will be accrued daily (offset against amounts owed to the Fund),
and any accrued but unpaid net amounts owed to a swap counterparty
will be covered by the segregation of assets determined to be liq-
uid by the Portfolio Manager in accordance with procedures estab-
lished by the Board of Trustees to limit any potential leveraging
of the Fund's portfolio. Obligations under swap agreements so cov-
ered will not be construed to be "senior securities" for purposes
of the Fund's investment restriction concerning senior securities.
The Fund will not enter into a swap agreement with any single
party if the net amount owed or to be received under existing con-
tracts with that party would exceed 5% of the Fund's assets.
Whether the Fund's use of swap agreements will be successful in
furthering its investment objective will depend on the Portfolio
Manager's ability to predict correctly whether certain types of
investments are likely to produce greater returns than other in-
vestments. Because they are two-party contracts and because they
may have terms of greater than seven days, swap agreements may be
considered to be illiquid investments. Moreover, the Fund bears
the risk of loss of the amount expected to be received under a
swap agreement in the event of the default or bankruptcy of a swap
agreement counterparty. The Fund will enter into swap agreements
only with counterparties that meet certain standards for credit-
worthiness (generally, such counterparties would have to be eligi-
ble counterparties under the terms of the Fund's repurchase agree-
ment guidelines). The swaps market is a relatively new market and
is largely unregulated. It is possible that developments in the
swaps market, including potential government regulation, could ad-
versely affect the Fund's ability to terminate existing swap
agreements or to realize amounts to be received under such agree-
ments.
Futures Contracts and Options on Futures Contracts Certain Funds
may enter into futures contracts and options thereon. These Funds
may engage in such futures transactions as an adjunct to their se-
curities activities.
There are several risks associated with the use of futures and
futures options for hedging purposes. There can be no guarantee
that there will be a correlation between price movements in the
hedging vehicle and in the portfolio securities being hedged. An
incorrect correlation could result in a loss on both the hedged
securities in a Fund and the
18 PIMCO Funds: Multi-Manager Series
<PAGE>
hedging vehicle, so that the portfolio return might have been
greater had hedging not been attempted. There can be no assurance
that a liquid market will exist at a time when a Fund seeks to
close out a futures contract or a futures option position. Most
futures exchanges and boards of trade limit the amount of fluctua-
tion permitted in futures contract prices during a single day;
once the daily limit has been reached on a particular contract, no
trades may be made that day at a price beyond that limit. In addi-
tion, certain of these instruments are relatively new and without
a significant trading history. As a result, there is no assurance
that an active secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent a Fund from
liquidating an unfavorable position, and the Fund would remain ob-
ligated to meet margin requirements until the position is closed.
Index Futures The Renaissance, Tax-Efficient Equity and Innovation
Funds may purchase and sell futures contracts on various securi-
ties indexes ("Index Futures") and related options for hedging
purposes and for investment purposes. A Fund's purchase and sale
of Index Futures is limited to contracts and exchanges which have
been approved by the Commodity Futures Trading Commission
("CFTC").
A Fund may close open positions on the futures exchanges on
which Index Futures are traded at any time up to and including the
expiration day. All positions which remain open at the close of
the last business day of the contract's life are required to set-
tle on the next business day (based upon the value of the relevant
index on the expiration day), with settlement made with the appro-
priate clearing house. Because the specific procedures for trading
foreign stock Index Futures on futures exchanges are still under
development, additional or different margin requirements as well
as settlement procedures may be applicable to foreign stock Index
Futures at the time a Fund purchases such instruments.
Positions in Index Futures may be closed out by a Fund only on
the futures exchange upon which the Index Futures are then traded.
There can be no assurance that a liquid market will exist for any
particular contract at any particular time. Also, the price of In-
dex Futures may not correlate perfectly with movement in the rele-
vant index due to certain market distortions. First, all partici-
pants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts
through offsetting transactions which could distort the normal re-
lationship between the index and futures markets. Second, the de-
posit requirements in the futures market are less onerous than
margin requirements in the securities market, and as a result, the
futures market may attract more speculators than does the securi-
ties market. Increased participation by speculators in the futures
market may also cause temporary price distortions. In addition,
trading hours for foreign stock Index Futures may not correspond
perfectly to hours of trading on the foreign exchange to which a
particular foreign stock Index Future relates. This may result in
a disparity between the price of Index Futures and the value of
the relevant index due to the lack of continuous arbitrage between
the Index Futures price and the value of the underlying index.
The Funds may only enter into futures contracts or futures op-
tions which are standardized and traded on a U.S. or foreign ex-
change or board of trade, or similar entity, or quoted on an auto-
mated quotation system. Each Fund may use financial futures con-
tracts and related options only for "bona fide hedging" purposes,
as such term is defined in applicable regulations of the CFTC, or,
with respect to positions in financial futures and related options
that do not qualify as "bona fide hedging" positions, may enter
such positions only to the extent that aggregate initial margin
deposits plus premiums paid by it for open futures option posi-
tions, less the amount by which any such positions are "in-the-
money," would not exceed 5% of the Fund's net assets.
Loans of
Portfolio For the purpose of achieving income, each Fund may lend its port-
Securities folio securities to brokers, dealers, and other financial institu-
tions, provided:
(i) the loan is secured continuously by collateral consisting
of U.S. Government securities, cash or cash equivalents
(negotiable certificates of deposit, bankers' acceptances
or letters of credit) maintained on a daily mark-to-market
basis in an amount at least equal to the current market
value of the securities loaned;
(ii) the Fund may at any time call the loan and obtain the
return of the securities loaned;
(iii) the Fund will receive any interest or dividends paid on
the loaned securities; and
(iv) the aggregate market value of securities loaned will not
at any time exceed the Fund's limitation on lending its
portfolio securities.
April , 1999 Prospectus 19
<PAGE>
Each Fund may purchase securities which it is eligible to purchase
on a when-issued basis, may purchase and sell such securities for
delayed delivery and may make contracts to purchase such securi-
ties for a fixed price at a future date beyond normal settlement
time (forward commitments). When-issued transactions, delayed de-
livery purchases and forward commitments involve a risk of loss if
the value of the securities declines prior to the settlement date,
which risk is in addition to the risk of decline in the value of
the Fund's other assets. Typically, no income accrues on securi-
ties a Fund has committed to purchase prior to the time delivery
of the securities is made, although a Fund may earn income on se-
curities it has segregated.
Repurchase For the purposes of maintaining liquidity and achieving income,
Agreements each Fund may enter into repurchase agreements, which entail the
purchase of a portfolio-eligible security from a bank or broker-
dealer that agrees to repurchase the security at the Fund's cost
plus interest within a specified time (normally one day). If the
party agreeing to repurchase should default, as a result of bank-
ruptcy or otherwise, the Fund will seek to sell the securities
which it holds, which action could involve procedural costs or de-
lays in addition to a loss on the securities if their value should
fall below their repurchase price. Those Funds whose investment
objectives do not include the earning of income will invest in re-
purchase agreements only as a cash management technique with re-
spect to that portion of the portfolio maintained in cash. Each
Fund will limit its investment in repurchase agreements maturing
in more than seven days consistent with the Fund's policy on in-
vestment in illiquid securities.
Reverse A reverse repurchase agreement may for some purposes be considered
Repurchase borrowing that involves the sale of a security by a Fund and its
Agreements agreement to repurchase the instrument at a specified time and
and Other price. The Fund will segregate assets determined to be liquid by
Borrowings the Adviser or Portfolio Manager in accordance with procedures es-
tablished by the Board of Trustees to cover its obligations under
reverse repurchase agreements. Reverse repurchase agreements will
be subject to the Funds' limitations on borrowings. A Fund also
may borrow money for investment purposes subject to any policies
of the Fund currently described in this Prospectus or in the
Statement of Additional Information. Such a practice will result
in leveraging of a Fund's assets. Leverage will tend to exaggerate
the effect on net asset value of any increase or decrease in the
value of a Fund's portfolio and may cause a Fund to liquidate
portfolio positions when it would not be advantageous to do so.
Portfolio The length of time a Fund has held a particular security is not
Turnover generally a consideration in investment decisions. The investment
policies of a Fund may lead to frequent changes in the Fund's in-
vestments, particularly in periods of volatile market movements. A
change in the securities held by a Fund is known as "portfolio
turnover." High portfolio turnover (e.g., over 100%) involves cor-
respondingly greater expenses to a Fund, including brokerage com-
missions or dealer mark-ups and other transaction costs on the
sale of securities and reinvestments in other securities. See "Man-
20 PIMCO Funds: Multi-Manager Series
<PAGE>
agement of the Trust--Portfolio Transactions." Such sales may re-
sult in realization of taxable capital gains (including short-term
capital gains which generally are taxed at ordinary income tax
rates). See "Taxes." The portfolio turnover rates for the Funds
(with the exception of the Tax-Efficient Equity Fund) were as fol-
lows for fiscal 1998 and 1997, respectively: Equity Income--45%
and 45%; Value--77% and 71%; Renaissance--192% and 131%; Capital
Appreciation--75% and 87%; Mid-Cap Growth--66% and 82%; and Inno-
vation--100% and 80%. The annual portfolio turnover rate for the
Tax-Efficient Equity Fund is expected to be less than 40%.
Illiquid Each Fund may invest in securities that are illiquid so long as no
Securities more than 15% of the value of the Fund's net assets (taken at mar-
ket value at the time of investment) would be invested in such se-
curities. Certain illiquid securities may require pricing at fair
value as determined in good faith under the supervision of the
Board of Trustees. A Portfolio Manager may be subject to signifi-
cant delays in disposing of illiquid securities, and transactions
in illiquid securities may entail registration expenses and other
transaction costs that are higher than those for transactions in
liquid securities.
The term "illiquid securities" for this purpose means securi-
ties that cannot be disposed of within seven days in the ordinary
course of business at approximately the amount at which a Fund has
valued the securities. Illiquid securities are considered to in-
clude, among other things, written over-the-counter options, secu-
rities or other liquid assets being used as cover for such op-
tions, repurchase agreements with maturities in excess of seven
days, certain loan participation interests, fixed time deposits
which are not subject to prepayment or provide for withdrawal pen-
alties upon prepayment (other than overnight deposits), securities
that are subject to legal or contractual restrictions on resale
(such as privately placed debt securities), and other securities
which legally or in the Adviser's or a Portfolio Manager's opinion
may be deemed illiquid (not including securities issued pursuant
to Rule 144A under the Securities Act of 1933 and certain commer-
cial paper that the Adviser or a Portfolio Manager has determined
to be liquid under procedures approved by the Board of Trustees).
Credit and All fixed income securities are subject to market risk and credit
Market Risk risk. Market risk relates to market-induced changes in a
of security's value, usually as a result of changes in interest
FixedIncome rates. The value of a Fund's investments in fixed income securi-
Securities ties will change as the general level of interest rates fluctuate.
During periods of falling interest rates, the value of a Fund's
fixed income securities generally rise. Conversely, during periods
of rising interest rates, the value of a Fund's fixed income secu-
rities generally decline. Credit risk relates to the ability of
the issuer to make payments of principal and interest.
Service Many of the services provided to the Funds depend on the smooth
Systems -- functioning of computer systems. Many systems in use today cannot
Year 2000 distinguish between the year 1900 and the year 2000. Should any of
Problem the service systems fail to process information properly, that
could have an adverse impact on the Funds' operations and services
provided to shareholders. The Adviser, Distributor, Shareholder
Servicing and Transfer Agent, Custodian, and certain other service
providers to the Funds have reported that each is working toward
mitigating the risks associated with the so-called "year 2000
problem." However, there can be no assurance that the problem will
be corrected in all respects and that the Funds' operations and
services provided to shareholders will not be adversely affected
nor can there be any assurance that the year 2000 problem will not
have an adverse effect on the entities whose securities are held
by the Funds or on domestic or global equity markets or economies,
generally.
"Fundamental"
Policies
The investment objective of each of the Renaissance, Tax-Efficient
Equity and Innovation Funds described in this Prospectus may be
changed by the Board of Trustees without shareholder approval. The
investment objective of each other Fund is fundamental and may not
be changed without shareholder approval by vote of a majority of
the outstanding shares of that Fund. If there is a change in a
Fund's investment objective, including a change approved by share-
holder vote, shareholders should consider whether the Fund remains
an appropriate investment in light of their then current financial
position and needs.
April , 1999 Prospectus 21
<PAGE>
Performance Information
From time to time the Trust may make available certain information
about the performance of the Class D shares of some or all of the
Funds. Information about a Fund's performance is based on that
Fund's (or its predecessor's) record to a recent date and is not
intended to indicate future performance.
The total return of Class D shares of all Funds may be included
in advertisements or other written material. When a Fund's total
return is advertised with respect to its Class D shares, it will
be calculated for the past year, the past five years, and the past
ten years (or if the Fund has been offered for a period shorter
than one, five or ten years, that period will be substituted)
since the establishment of the Fund or its predecessor series of
PIMCO Advisors Funds, as more fully described in the Statement of
Additional Information. For periods prior to the initial offering
date of Class D shares, total return presentations for the class
will be based on the historical performance of an older class of
the Fund (if any) restated, as necessary, to reflect that there
are no sales charges associated with Class D shares. The older
class to be used in each case is set forth in the Statement of Ad-
ditional Information. For these purposes, the performance of the
older class will also be restated to reflect any different operat-
ing expenses (such as different administrative fees and/or 12b-
1/servicing fee charges) associated with Class D shares. In cer-
tain cases, such a restatement will result in Class D performance
which is higher than if the performance of the older class were
not restated to reflect the different Class D operating expenses.
In such cases, the Trust's advertisements will also, to the extent
appropriate, show the lower performance figure reflecting the ac-
tual operating expenses incurred by the older class for periods
prior to the initial offering date of Class D shares. Total return
is measured by comparing the value of an investment in Class D
shares of the Fund at the beginning of the relevant period to the
redemption value of the investment in Class D shares of the Fund
at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions at net asset value). To-
tal return may be advertised using alternative methods that re-
flect all elements of return, but that may be adjusted to reflect
the cumulative impact of alternative fee and expense structures,
such as the currently effective advisory and administrative fees
for Class D shares of the Funds.
Quotations of yield for Class D shares of a Fund will be based
on the investment income per share (as defined by the Securities
and Exchange Commission) during a particular 30-day (or one-month)
period (including dividends and interest), less expenses accrued
during the period ("net investment income"), and will be computed
by dividing net investment income by the maximum public offering
price per Class D share on the last day of the period.
The Funds may also provide current distribution information to
its shareholders in shareholder reports or other shareholder com-
munications, or in certain types of sales literature provided to
prospective investors. Current distribution information for Class
D shares of a Fund will be based on distributions for a specified
period (i.e., total dividends from net investment income), divided
by the net asset value per Class D share on the last day of the
period and annualized. The rate of current distributions does not
reflect deductions for unrealized losses from transactions in de-
rivative instruments such as options and futures, which may reduce
total return. Current distribution rates differ from standardized
yield rates in that they represent what Class D shares of a Fund
have declared and paid to shareholders as of the end of a speci-
fied period rather than the Fund's actual net investment income
for that period.
The Adviser and each Portfolio Manager may also report to
shareholders or to the public in advertisements concerning its
performance as adviser to clients other than the Funds, and on its
comparative performance or standing in relation to other money
managers. Such comparative information may be compiled or provided
by independent ratings services or by news organizations. Any per-
formance information, whether related to the Funds, the Adviser or
the Portfolio Managers, should be considered in light of the
Funds' investment objectives and policies, characteristics and
quality of the Funds, and the market conditions during the time
period indicated, and should not be considered to be representa-
tive of what may be achieved in the future.
Investment results of the Funds will fluctuate over time, and
any representation of the Funds' total return or yield for any
prior period should not be considered as a representation of what
an investor's total return or yield may be in any future period.
22 PIMCO Funds: Multi-Manager Series
<PAGE>
How to Buy Shares
Class D shares of each Fund are continuously offered through fi-
nancial service firms, such as broker-dealers or registered in-
vestment advisers, with which the Trust's principal underwriter,
PIMCO Funds Distributors LLC (the "Distributor"), has an agreement
for the use of the Funds in particular investment products, pro-
grams or accounts for which a fee may be charged. See "Financial
Service Firms" below.
You may purchase Class D shares only through your financial
service firm. In connection with purchases, your financial service
firm is responsible for forwarding all necessary documentation to
the Distributor, and may charge you for such services. Investors
who wish to purchase shares of the Funds directly from the Trust
or the Distributor should inquire as to the other classes of
shares. See "Description of the Trust--Multiple Classes of
Shares."
Class D shares may be purchased at a price equal to their net
asset value per share next determined after receipt of an order.
Purchase payments for Class D shares are fully invested at the net
asset value next determined after acceptance of the trade. All
purchase orders received by the Distributor from your financial
service firm prior to the close of regular trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange (the "Ex-
change"), on a regular business day, are processed at that day's
offering price. In addition, orders received by the Distributor
from financial service firms after the offering price is deter-
mined that day will receive such offering price if the orders were
received by the firm from its customer prior to such determination
and were transmitted to and received by the Distributor prior to
its close of business that day (normally 7:00 p.m., Easterm time).
Purchase orders received on other than a regular business day will
be executed on the next succeeding regular business day.
The Distributor, in its sole discretion, may accept or reject
any order for purchase of Fund shares. The sale of shares will be
suspended during any period in which the Exchange is closed for
other than weekends or holidays, or if permitted by the rules of
the Securities and Exchange Commission, when trading on the Ex-
change is restricted or during an emergency which makes it imprac-
ticable for the Funds to dispose of their securities or to deter-
mine fairly the value of their net assets, or during any other pe-
riod as permitted by the Securities and Exchange Commission for
the protection of investors.
Class D shares of the Funds will be held in your account with
your financial service firm and, generally, your firm will hold
your Class D shares in nominee or street name as your agent. Ac-
cordingly, in most cases, the Trust's transfer agent will have no
information with respect to or control over accounts of specific
Class D shareholders and you may obtain information about your ac-
counts only through your financial service firm. In certain cir-
cumstances, your firm may arrange to have your shares held in your
own name or you may subsequently become a holder of record for
some other reason (for instance, if you terminate your relation-
ship with your firm). In such circumstances, please contact the
Distributor at 1-888-87-PIMCO for information about your account.
If you wish to invest in the Funds through your own account with
the Trust or the Distributor, please inquire as to the other clas-
ses of shares of the Funds. See "Description of the Trust--Multi-
ple Classes of Shares." In the interest of economy and conve-
nience, certificates for Class D shares will not be issued.
Financial
Service
Firms
Broker-dealers, registered investment advisers and other financial
service firms provide varying investment products, programs or ac-
counts, pursuant to arrangements with the Distributor, through
which their clients may purchase and redeem Class D shares of the
Funds. Firms will generally provide or arrange for the provision
of some or all of the shareholder servicing and account mainte-
nance services required by your account, including, without limi-
tation, transfers of registration and dividend payee changes; and
may perform functions such as generation of confirmation state-
ments and disbursement of cash dividends. Firms may also arrange
with their clients for other investment or administrative servic-
es. Your firm may independently establish and charge you transac-
tion fees and/or other additional amounts for such services, which
charges could reduce your investment returns on Class D shares of
the Funds.
Your financial service firm may have omnibus accounts and simi-
lar arrangements with the Trust and may be paid for providing sub-
transfer agency and other services. A firm may be paid for its
services directly or indirectly by
April , 1999 Prospectus 23
<PAGE>
the Funds, the Adviser or an affiliate (normally not to exceed an
annual rate of 0.35% of a Fund's average daily net assets attrib-
utable to its Class D shares and purchased through such firm for
its clients). Your firm may establish various minimum investment
requirements for Class D shares of the Funds and may also estab-
lish certain privileges with respect to purchases, redemptions and
exchanges of Class D shares or the reinvestment of dividends.
This Prospectus should be read in connection with your firm's
materials regarding its fees and services.
Exchange Privilege
A shareholder may exchange Class D shares of any Fund for Class D
shares of any other Fund in an account with identical registration
on the basis of their respective net asset values. Class D shares
of each Fund may also be exchanged for Class D shares of certain
series of PIMCO Funds: Pacific Investment Management Series, an
affiliated mutual fund family composed primarily of fixed income
portfolios managed by Pacific Investment Management Company, an
affiliate of the Adviser. There are currently no exchange fees or
charges imposed by the Trust, although your financial service firm
may impose various fees and charges, investment minimums and other
requirements with respect to exchanges. Please contact your finan-
cial service firm for details. An exchange will constitute a tax-
able sale for federal income tax purposes.
The Trust reserves the right to refuse exchange purchases if,
in the judgment of the Adviser, the purchase would adversely af-
fect a Fund and its shareholders. In particular, a pattern of ex-
changes characteristic of "market-timing" strategies may be deemed
by the Adviser to be detrimental to the Trust or a particular
Fund. Currently, the Trust limits the number of "round trip" ex-
changes an investor may make. An investor makes a "round trip" ex-
change when the investor purchases shares of a particular Fund,
subsequently exchanges those shares for shares of a different Fund
and then exchanges back into the originally purchased Fund. The
Trust has the right to refuse any exchange for any investor who
completes (by making the exchange back into the shares of the
originally purchased Fund) more than six round trip exchanges in
any twelve-month period. Although the Trust has no current inten-
tion of terminating or modifying the exchange privilege other than
as set forth in the preceding sentence, it reserves the right to
do so at any time. Except as otherwise permitted by Securities and
Exchange Commission regulations, the Trust will give 60 days' ad-
vance notice to your financial service firm of any termination or
material modification of the exchange privilege. For further in-
formation about exchange privileges, please contact your financial
service firm.
How to Redeem
Class D shares may be redeemed through your financial service firm
on any day the Exchange is open. Shares are redeemed at their net
asset value next determined after a proper redemption request has
been received from your firm. There is no charge by the Trust or
the Distributor with respect to a redemption, although your finan-
cial service firm may charge you for its services in processing
your redemption request. Please contact your firm for details. If
you are the holder of record of your Class D shares, you may con-
tact the Distributor at 1-888-87-PIMCO for information regarding
how to redeem your shares directly from the Trust.
Your financial service firm is obligated to transmit your re-
demption orders to the Distributor promptly and is responsible for
ensuring that your redemption request is in proper form. Requests
for redemption received by financial service firms prior to the
close of regular trading (normally 4:00 p.m., Eastern time) on the
Exchange on a regular business day and received by the Distributor
prior to the close of the Distributor's business day will be con-
firmed at the net asset value effective as of the closing of the
Exchange on that day. Your financial service firm will be respon-
sible for furnishing all necessary documentation to the Distribu-
tor or the Trust's transfer agent and may charge you for its serv-
ices. Redemption proceeds will be forwarded to your financial
service firm as promptly as possible and in any event
24 PIMCO Funds: Multi-Manager Series
<PAGE>
within seven days after the redemption request is received by the
Distributor in good order. Under unusual circumstances, the Trust
may suspend redemptions or postpone payment for more than seven
days, as permitted by federal securities law.
Redemptions
In Kind
The Trust agrees to redeem shares of each Fund solely in cash up
to the lesser of $250,000 or 1% of the Fund's net assets during
any 90-day period for any one shareholder. In consideration of the
best interests of the remaining shareholders, the Trust reserves
the right to pay any redemption proceeds exceeding this amount in
whole or in part
by a distribution in kind of securities held by a Fund in lieu of
cash. Except for Funds with a tax-efficient management strategy,
it is highly unlikely that shares would ever be redeemed in kind.
When shares are redeemed in kind, the redeeming shareholder should
expect to incur transaction costs upon the disposition of the se-
curities received in the distribution.
Distributor
PIMCO Funds Distributors LLC (the "Distributor"), a wholly owned
subsidiary of the Adviser, is the principal underwriter of the
Trust's shares. Pursuant to a Distribution Agreement with the
Trust, with respect to each Fund's Class D shares, the Distributor
may bear various expenses, including the cost of printing and
mailing prospectuses to persons other than current shareholders.
The Distributor, located at 2187 Atlantic Street, Stamford, Con-
necticut 06902, is a broker-dealer registered with the SEC.
How Net Asset Value Is Determined
The net asset value of Class D shares of each Fund of the Trust
will be determined once on each day on which the Exchange is open
(a "Business Day"), as of the close of regular trading (normally
4:00 p.m., Eastern time) on the Exchange. Net asset value will not
be determined on days on which the Exchange is closed.
Portfolio securities and other assets for which market quota-
tions are readily available are stated at market value. Fixed in-
come securities are normally valued on the basis of quotations ob-
tained from brokers and dealers or pricing services, which take
into account appropriate factors such as institutional-sized trad-
ing in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market
data. Certain fixed income securities for which daily market quo-
tations are not readily available may be valued, pursuant to
guidelines established by the Board of Trustees, with reference to
fixed income securities whose prices are more readily obtainable
and whose durations are comparable to the securities being valued.
Short-term investments having a maturity of 60 days or less are
valued at amortized cost, when the Board of Trustees determines
that amortized cost is their fair value. Exchange- traded options,
futures and options on futures are valued at the settlement price
as determined by the appropriate clearing corporation. All other
securities and assets are valued at their fair value as determined
in good faith by the Trustees or by persons acting at their direc-
tion.
Quotations of foreign securities in foreign currency are con-
verted to U.S. dollar equivalents using foreign exchange quota-
tions received from independent dealers. Under the Trust's proce-
dures, the prices of foreign securities are determined using in-
formation derived from pricing services and other sources. Infor-
mation that becomes known to the Trust or its agents after the
time that net asset value is calculated on any Business Day may be
assessed in determining net asset value per share after the time
of receipt of the information, but will not be used to retroac-
tively adjust the price of the security so determined earlier or
on a prior day. Events affecting the values of portfolio securi-
ties that occur between the time their prices are determined and
the close of regular trading on the Exchange (normally 4:00 p.m.,
Eastern time) may not be reflected in the calculation of net asset
value. If events materially affecting the value of
April , 1999 Prospectus 25
<PAGE>
such securities occur during such period, then these securities
may be valued at fair value as determined by the Adviser or a
Portfolio Manager and approved in good faith by the Board of
Trustees.
Each Fund's liabilities are allocated among its classes. The
total of such liabilities allocated to a class plus that class's
distribution and/or servicing fees and any other expenses spe-
cially allocated to that class are then deducted from the class's
proportionate interest in the Fund's assets, and the resulting
amount for each class is divided by the number of shares of that
class outstanding to produce the class's "net asset value" per
share. Generally, for Funds that pay income dividends, those divi-
dends are expected to differ over time by approximately the amount
of the expense accrual differential between a particular Fund's
classes.
Distributions
Shares begin earning dividends on the day after the date that
funds are received by the Trust for the purchase of Class D
shares. Net investment income from interest and dividends, if any,
will be declared and paid quarterly to shareholders of record by
the Equity Income, Value and Renaissance Funds. Net investment
income from interest and dividends, if any, will be declared and
paid at least annually to shareholders of record by the Tax-
Efficient Equity, Capital Appreciation, Mid-Cap Growth and
Innovation Funds. 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.
All dividends and/or distributions will be paid in the form of
additional Class D shares of the Fund to which the dividends
and/or distributions relate or, at the election of the sharehold-
er, of another Fund or other series of the Trust or of PIMCO
Funds: Pacific Investment Management Series as described below, at
net asset value, unless the shareholder elects to receive cash
(either paid to shareholders directly or credited to their account
with their financial services firm). If a shareholder has elected
to receive dividends and/or capital gain distributions in cash and
the postal or other delivery service is unable to deliver checks
to the shareholder's address of record, such shareholder's distri-
butions will automatically be invested in the Money Market Fund of
PIMCO Funds: Pacific Investment Management Series, until such
shareholder is located. Dividends paid by each Fund with respect
to each class of shares are calculated in the same manner and at
the same time.
Your financial service firm may offer a program pursuant to
which you may elect to invest dividends and/or distributions paid
by any Fund in Class D shares of any other Fund or series of PIMCO
Funds: Pacific Investment Management Series which offers Class D
shares. Please contact your financial service firm for details.
Taxes
Each Fund intends to qualify as a regulated investment company an-
nually and to elect to be treated as a regulated investment com-
pany under the Internal Revenue Code of 1986, as amended (the
"Code"). As such, a Fund generally will not pay federal income tax
on the income and gains it pays as dividends to its shareholders.
In order to avoid a 4% federal excise tax, each Fund intends to
distribute each year substantially all of its net income and
gains.
Shareholders subject to U.S. federal income tax will be subject
to tax on dividends received from a Fund, regardless of whether
received in cash or reinvested in additional shares. Distributions
received by tax-exempt shareholders generally will not be subject
to federal income tax to the extent permitted under applicable tax
law. All shareholders must treat dividends, other than capital
gain dividends, exempt-interest dividends and dividends that rep-
resent a return of capital to shareholders, as ordinary income. In
particular, distributions derived from short-term gains will be
treated as ordinary income. Dividends designated by a Fund as cap-
ital gain dividends derived from the Fund's net capital gains
(that is, the excess of its net long-term capital gains over its
net short-term capital losses) are
26 PIMCO Funds: Multi-Manager Series
<PAGE>
taxable to shareholders as long-term capital gain (generally sub-
ject to a 20% tax rate) except as provided by an applicable tax
exemption. Any distributions that are not from a Fund's net in-
vestment income or net capital gain may be characterized as a re-
turn of capital to shareholders or, in some cases, as capital
gain. Certain dividends declared in October, November or December
of a calendar year are taxable to shareholders (who otherwise are
subject to tax on dividends) as though received on December 31 of
that year if paid to shareholders during January of the following
calendar year. Each Fund will advise shareholders annually of the
amount and nature of the dividends paid to them. Dividends derived
from interest on certain U.S. Government securities may be exempt
from state and local taxes, although interest on mortgage-backed
U.S. Government securities is generally not so exempt. While the
Tax-Efficient Equity 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.
Current federal tax law requires the holder of a U.S. Treasury
or other fixed income zero-coupon security to accrue as income
each year a portion of the discount at which the security was pur-
chased, even though the holder receives no interest payment in
cash on the security during the year. In addition, pay-in-kind se-
curities will give rise to income which is required to be distrib-
uted and is taxable even though the Fund holding the security re-
ceives no interest payment in cash on the security during the
year. Also, a portion of the yield on certain high yield securi-
ties (including certain pay-in-kind securities) issued after July
10, 1989 may be treated as dividends. Accordingly, each Fund that
holds the foregoing kinds of securities may be required to pay out
as an income distribution each year an amount which is greater
than the total amount of cash interest the Fund actually received.
Such distributions may be made from the cash assets of the Fund or
by liquidation of portfolio securities, if necessary. The Fund may
realize gains or losses from such liquidations. In the event the
Fund realizes net capital gains from such transactions, its share-
holders may receive a larger capital gain distribution, if any,
than they would in the absence of such transactions.
Taxable shareholders should note that the timing of their in-
vestment or redemptions could have undesirable tax consequences.
Dividends and distributions on a Fund's shares are generally sub-
ject to federal income tax as described herein to the extent they
do not exceed the Fund's realized income and gains, even though
such dividends and distributions may economically represent a re-
turn of a particular shareholder's investment. Such distributions
are likely to occur in respect of shares purchased at a time when
the Fund's net asset value reflects gains that are either
unrealized or realized but not distributed. Such realized gains
may be required to be distributed even when a Fund's net asset
value also reflects unrealized losses. If shares are redeemed be-
fore payment of an exempt-interest dividend, shareholders may re-
alize a taxable capital gain, whereas by waiting and receiving the
exempt-interest dividend, a portion of their share value would
have been received in the form of tax-free income.
The preceding discussion relates only to federal income tax;
the consequences under other tax laws may differ. Shareholders
should consult their tax advisers as to the possible application
of foreign, state and local income tax laws to Trust dividends and
capital gain distributions. For additional information relating to
the tax aspects of investing in a Fund, see the Statement of Addi-
tional Information.
Management of the Trust
The business affairs of the Trust are managed under the direction
of the Board of Trustees. Information about the Trustees and the
Trust's executive officers may be found in the Statement of Addi-
tional Information under the heading "Management of the Trust."
Investment
Adviser
PIMCO Advisors serves as investment adviser to the Funds pursuant
to an investment advisory agreement with the Trust. PIMCO Advisors
is a Delaware limited partnership organized in 1987. PIMCO Advi-
sors provides investment management and advisory services to pri-
vate accounts of institutional and individual clients and to mu-
tual funds. Total assets under management by PIMCO Advisors and
its subsidiary partnerships as of December 31, 1998 were
April , 1999 Prospectus 27
<PAGE>
approximately $244.2 billion. The general partners of PIMCO Advi-
sors are PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P.
("PAH"). PIMCO Partners, G.P. is a general partnership between
PIMCO Holding LLC, a Delaware limited liability company and an in-
direct wholly-owned subsidiary of Pacific Life Insurance Company,
and PIMCO Partners LLC, a California limited liability company
controlled by the current Managing Directors and two former Manag-
ing Directors of Pacific Investment Management Company. PIMCO
Partners, G.P. is the sole general partner of PAH. PIMCO Advisors
is governed by a Management Board, which exercises substantially
all of the governance powers of the general partner and serves as
the functional equivalent of a board of directors. PIMCO Advisors'
address is 800 Newport Center Drive, Newport Beach, California
92660. PIMCO Advisors is registered as an investment adviser with
the Securities and Exchange Commission. PIMCO Advisors currently
has seven subsidiary investment adviser partnerships, the follow-
ing four of which manage one or more of the Funds: Cadence, Colum-
bus Circle, NFJ and Parametric.
Under the investment advisory agreement, PIMCO Advisors, sub-
ject to the supervision of the Board of Trustees, is responsible
for providing advice and guidance with respect to the Funds and
for managing, either directly or through others selected by the
Adviser, the investment of the Funds. PIMCO Advisors also fur-
nishes to the Board of Trustees periodic reports on the investment
performance of each Fund.
Portfolio
Managers
Pursuant to portfolio management agreements, PIMCO Advisors em-
ploys separate firms to serve as Portfolio Managers for the Funds,
except that the PIMCO Equity Advisors Division of PIMCO Advisors
manages the Innovation Fund. Each such firm is an affiliate of
PIMCO Advisors. PIMCO Advisors (and not the Funds or the Trust)
compensates the Portfolio Managers it retains from its advisory
fee. Each Portfolio Manager has full investment discretion and
makes all determinations with respect to the investment of a
Fund's assets and makes all determinations respecting the purchase
and sale of a Fund's securities and other investments. If a sepa-
rate firm ceases to serve as Portfolio Manager for a Fund, PIMCO
Advisors will either assume full responsibility for the management
of that Fund, or retain a new portfolio manager subject to the ap-
proval of the Trustees and, if required, the Fund's shareholders.
PIMCO Equity Advisors Division of PIMCO Advisors manages the Inno-
vation Fund. Information about PIMCO Advisors is provided above
under "Investment Adviser."
Dennis P. McKechnie, a Portfolio Manager at the PIMCO Equity
Advisors Division, has primary responsibility for the day-to-day
portfolio management of the Innovation Fund. He previously shared
responsibility for the Fund as a Portfolio Manager at Columbus
Circle. Mr. McKechnie has 8 years' investment management experi-
ence. He received his bachelor's degree from Purdue University and
his MBA from Columbia University.
Cadence manages the Capital Appreciation and Mid-Cap Growth Funds
(the "Cadence Funds"). Cadence is an investment management firm
organized as a general partnership. Cadence has two partners:
PIMCO Advisors as the supervisory partner, and Cadence Capital
Management Inc. as the managing partner. Cadence Capital Manage-
ment Corporation, the predecessor investment adviser to Cadence,
commenced operations in 1988. Accounts managed by Cadence had com-
bined assets as of December 31, 1998 of approximately $7.4 bil-
lion. Cadence's address is Exchange Place, 53 State Street, Bos-
ton, Massachusetts 02109. Cadence is registered as an investment
adviser with the Securities and Exchange Commission.
David B. Breed, William B. Bannick, Katherine A. Burdon and Pe-
ter B. McManus are primarily responsible for the day-to-day man-
agement of the Cadence Funds. Mr. Breed is a Managing Director,
the Chief Executive Officer, and a founding partner of Cadence,
and has 25 years' investment management experience. He has been
the driving force in developing the firm's growth-oriented stock
screening and selection process and has been with Cadence or its
predecessor since its inception. Mr. Breed graduated from the Uni-
versity of Massachusetts and received his MBA from the Wharton
School of Business. He is a Chartered Financial Analyst. Mr.
Bannick is a Managing Director and Executive Vice President of Ca-
dence and has 13 years' investment management experience. He pre-
viously served as Executive
28 PIMCO Funds: Multi-Manager Series
<PAGE>
Vice President of George D. Bjurman & Associates and as Supervis-
ing Portfolio Manager of Trinity Investment Management Corpora-
tion. Mr. Bannick joined the predecessor of Cadence in 1992. He
graduated from the University of Massachusetts and received his
MBA from Boston University. Mr. Bannick is a Chartered Financial
Analyst. Ms. Burdon is a Managing Director and Portfolio Manager
of Cadence and has 10 years' investment management experience. She
previously served as a Vice President and Portfolio Manager of The
Boston Company. Ms. Burdon joined the predecessor of Cadence in
1993. She graduated from Stanford University and received a Master
of Science degree from Northeastern University. Ms. Burdon is a
Chartered Financial Analyst and Certified Public Accountant. Mr.
McManus is Director of Fund Management of Cadence and has 21
years' investment management experience. He previously served as a
Vice President of Bank of Boston. Mr. McManus joined Cadence in
1994. He graduated from the University of Massachusetts, and he is
certified as a Financial Planner.
NFJ manages the Equity Income and Value Funds. NFJ is an invest-
ment management firm organized as a general partnership. NFJ has
two partners: PIMCO Advisors as the supervisory partner, and NFJ
Management Inc. as the managing partner. NFJ Investment Group,
Inc., the predecessor investment adviser to NFJ, commenced opera-
tions in 1989. Accounts managed by NFJ had combined assets as of
December 31, 1998 of approximately $2.4 billion. NFJ's address is
2121 San Jacinto, Suite 1840, Dallas, Texas 75201. NFJ is regis-
tered as an investment adviser with the Securities and Exchange
Commission.
Chris Najork and Benjamin Fischer are responsible for the day-
to-day management of the Equity Income Fund. Mr. Najork is a Man-
aging Director and a founding partner of NFJ and has 30 years' ex-
perience encompassing equity research and portfolio management. He
received his bachelor's degree and MBA from Southern Methodist
University, and he is a Chartered Financial Analyst. Mr. Fischer
is a Managing Director and a founding partner of NFJ and has 32
years' experience encompassing equity research and portfolio man-
agement. He received his bachelor's degree and JD from Oklahoma
University and his MBA from New York University Graduate School of
Business. He is a Chartered Financial Analyst. Messrs. Najork and
Fischer and Paul A. Magnuson are primarily responsible for the
day-to-day management of the Value Fund. Mr. Magnuson, a research
analyst at NFJ, has 13 years' experience in equity research and
portfolio management. He received his bachelor's degree in Finance
from the University of Nebraska-Lincoln.
Columbus Circle manages the Renaissance Fund. Columbus Circle is
an investment management firm organized as a general partnership.
Columbus Circle has two partners: PIMCO Advisors as the supervi-
sory partner, and Columbus Circle Investors Management Inc. as the
managing partner. Columbus Circle Investors Division of Thomson
Advisory Group L.P. ("TAG"), the predecessor investment adviser to
Columbus Circle, commenced operations in 1975. Accounts managed by
Columbus Circle had combined assets as of December 31, 1998 of ap-
proximately $9.6 billion. Columbus Circle's address is Metro Cen-
ter, One Station Place, 8th Floor, Stamford, Connecticut 06902.
Columbus Circle is registered as an investment adviser with the
Securities and Exchange Commission.
At the center of Columbus Circle's equity investment strategy
is its theory of Positive Momentum & Positive Surprise. This the-
ory asserts that a good company doing better than generally ex-
pected will experience a rise in its stock price, and conversely,
a company falling short of expectations will experience a drop in
its stock price. Based on this theory, Columbus Circle attempts to
manage the Renaissance Fund with a view to investing in growing
companies that are surprising the market with business results
that are better than anticipated.
Investment decisions made by Columbus Circle are generally made
by one or more committees, although Clifford G. Fox has primary
responsibility for the day-to-day management of the Renaissance
Fund. Mr. Fox, a Managing Director of Columbus Circle, has 17
years of investment management experience. He received his bache-
lor's degree from the University of Pennsylvania and his MBA from
New York University, and he is a Chartered Financial Analyst. An-
thony Rizza and Dennis P. McKechnie are primarily responsible for
the day-to-day management of the Innovation Fund. Mr. Rizza, a
Managing Director of Columbus Circle, has 12 years of investment
management experience. He received his bachelor's degree from the
University of Connecticut, and he is a Chartered Financial
April , 1999 Prospectus 29
<PAGE>
Analyst. Mr. McKechnie, a research analyst at Columbus Circle, has
7 years of investment management experience. He received his bach-
elor's degree from Purdue University and his MBA from Columbia
University.
Parametric manages the Tax-Efficient Equity Fund. Parametric is an
investment management firm organized as a general partnership.
Parametric has two partners: PIMCO Advisors as the supervisory
partner, and Parametric Man-
|
agement Inc. as the managing partner. Parametric Portfolio Associ-
ates, Inc., the predecessor investment adviser to Parametric, com-
menced operations in 1987. Accounts managed by Parametric had com-
bined assets as of December 31, 1998 of approximately $3.4 bil-
lion. Parametric's address is 7310 Columbia Center, 701 Fifth Ave-
nue, Seattle, Washington 98104-7090. Parametric is registered as
an investment adviser with the Securities and Exchange Commission
and as a commodity trading adviser with the CFTC.
David Stein, Tom Seto and Cliff Quisenberry are primarily re-
sponsible for the day-to-day management of the Tax-Efficient Eq-
uity Fund. Mr. Stein is a Managing Director of Parametric and has
been associated with Parametric since June 1996. He also directs
research and product development for Parametric. Mr. Stein gradu-
ated with bachelor's and master's degrees in Applied Mathematics
from the University of Witwatersrand, South Africa, and received a
Ph.D. in Applied Mathematics from Harvard University. Prior to
joining Parametric, Mr. Stein served as the Director of Investment
Research at GTE Investment Management, Director of Active Equity
Strategies at the Vanguard Group, and Director of Quantitative
Portfolio Management and Research at IBM. Mr. Seto is a Vice Pres-
ident of Parametric and has 7 years of experience in managing
structured equity portfolios. Prior to joining Parametric, he
served as the Head of U.S. Equity Index Investments at Barclays
Global Investors. Mr. Seto graduated from the University of Wash-
ington with a bachelor's degree in Electrical Engineering, and
from the University of Chicago with an MBA in Finance. Mr.
Quisenberry, a Vice President of Parametric, has 9 years experi-
ence as a portfolio manager and has been with Parametric since
1994. He previously served as a Vice President and Portfolio Man-
ager at Cutler & Co., and as a Security Analyst and Portfolio Man-
ager at Fred Alger Management. Mr. Quisenberry graduated from Yale
University with a bachelor's degree in Economics. He is a Chart-
ered Financial Analyst.
Registration as an investment adviser with the Securities and Ex-
change Commission does not involve supervision by the Securities
and Exchange Commission over investment advice, and registration
with the CFTC as a commodity trading adviser does not involve su-
pervision by the CFTC over commodities trading. The portfolio man-
agement agreements are not exclusive, and Columbus Circle, Ca-
dence, NFJ and Parametric may provide, and currently are provid-
ing, investment management services to other clients, including
other investment companies.
Fund
Administrator
PIMCO Advisors also serves as administrator (the "Administrator")
for the Funds' Class D shares pursuant to an administration agree-
ment with the Trust. The Administrator provides or procures admin-
istrative services for Class D shareholders of the Funds, which
include clerical help and accounting, bookkeeping, internal audit
services and certain other services required by the Funds, and
preparation of reports to the Funds' shareholders and regulatory
filings. The Administrator has retained Pacific Investment Manage-
ment Company, its affiliate, to provide such services as sub-ad-
ministrator. The Administrator and/or the sub-administrator may
also retain other affiliates to provide certain of these services.
In addition, the Administrator, at its own expense, arranges for
the provision of legal, audit, custody, transfer agency (including
sub-transfer agency and other administrative services) and other
services necessary for the ordinary operation of the Funds, and is
responsible for the costs of registration of the Trust's shares
and the printing of prospectuses and shareholder reports for cur-
rent shareholders.
PIMCO Advisors or an affiliate may pay financial service firms
a portion of the Class D administration fees in return for the
firms' services (normally not to exceed an annual rate of .35% of
a Fund's average daily net assets attributable to Class D shares
purchased through such firms). The Funds' administration agreement
includes a plan for Class D shares that has been adopted in con-
formity with the requirements set forth in Rule 12b-1 under the
1940 Act. The plan provides that up to .25% per annum of the Class
D administrative fees paid under the administration agree-
30 PIMCO Funds: Multi-Manager Series
<PAGE>
ment may represent reimbursement for expenses in respect of activ-
ities that may be deemed to be primarily intended to result in the
sale of Class D shares. The principal types of activities for
which such payments may be made are services in connection with
the distribution of Class D shares and/or the provision of share-
holder services.
The Funds (and not the Administrator) are responsible for the
following expenses: (i) salaries and other compensation of any of
the Trust's executive officers and employees who are not officers,
directors, stockholders, or employees of PIMCO Advisors, Pacific
Investment Management Company, or their subsidiaries or affili-
ates; (ii) taxes and governmental fees; (iii) brokerage fees and
commissions and other portfolio transaction expenses; (iv) the
costs of borrowing money, including interest expenses; (v) fees
and expenses of the Trustees who are not "interested persons" of
the Adviser, any Portfolio Manager, or the Trust, and any counsel
retained exclusively for their benefit; (vi) extraordinary ex-
penses, including costs of litigation and indemnification ex-
penses; (vii) expenses which are capitalized in accordance with
generally accepted accounting principles; and (viii) any expenses
allocated or allocable to a specific class of shares, and may in-
clude certain other expenses as permitted by the Trust's Multiple
Class Plan adopted pursuant to Rule 18f-3 under the 1940 Act, sub-
ject to review and approval by the Trustees.
The Funds feature fixed advisory and administrative fees. For pro-
viding or arranging for the provision of investment advisory serv-
ices to the Funds as described above, PIMCO Advisors receives
monthly fees from each Fund at an annual rate based on the average
daily net assets of the Fund as follows:
Advisory
and
Administrative
Fees
<TABLE>
<CAPTION>
Advisory
Fund Fee Rate
--------------------------------
<S> <C>
Equity Income, Value,
Tax-Efficient Equity,
Capital Appreciation
and Mid-Cap Growth
Funds .45%
--------------------------------
Renaissance Fund .60%
--------------------------------
Innovation Fund .65%
</TABLE>
For providing or procuring administrative services to the Funds
as described above, the Administrator receives monthly fees from
each Fund at an annual rate based on the average daily net assets
attributable to the Fund's Class D shares as follows:
<TABLE>
<CAPTION>
Administrative
Fee Rate*
------------------------------------------------------
<S> <C>
All Funds .65%
</TABLE>
* As described under "Fund Administrator," the administration
agreement includes a plan adopted in conformity with Rule 12b-1
which provides for the payment of up to .25% of the .65% Adminis-
trative Fee Rate as reimbursement for expenses in respect of ac-
tivities that may be deemed to be primarily intended to result in
the sale of Class D shares. The "Annual Fund Operating Expenses"
table on page 4 of this Prospectus shows the .65% Administrative
Fee Rate under two separate columns entitled "Administrative Fees"
(.40%) and "12b-1 (Service) Fees" (.25%).
The investment advisory, administration and sub-administration
agreements for the Funds may be terminated by the Trustees, or by
PIMCO Advisors or Pacific Investment Management Company (as the
case may be) on 60 days' written notice. In addition, the invest-
ment advisory agreement may be terminated with regard to the Re-
naissance and Innovation Funds by a majority of the Trustees that
are not interested persons of the Trust, PIMCO Advisors or Pacific
Investment Management Company (as the case may be) on 60 days'
written notice. Following their initial terms, the agreements will
continue from year-to-year if approved by the Trustees.
Pursuant to the portfolio management agreements between the Ad-
viser and the Portfolio Managers listed below, PIMCO Advisors (and
not the Funds or the Trust) pays each Portfolio Manager a fee
based on a percentage of the average daily net assets of the noted
Fund as follows: Columbus Circle--.38% for the Renaissance Fund;
April , 1999 Prospectus 31
<PAGE>
Cadence--.35% for the Capital Appreciation Fund and .35% for the
Mid-Cap Growth Fund; NFJ--.35% for the Equity Income Fund and .35%
for the Value Fund; and Parametric--.35% for the Tax-Efficient Eq-
uity Fund. PIMCO Advisors does not retain a separate firm to serve
as Portfolio Manager for the Innovation Fund, and retains all of
the advisory fees it earns from that Fund.
Portfolio
TransactionsThe Adviser or, pursuant to the portfolio management agreements, a
Portfolio Manager, places orders for the purchase and sale of
portfolio investments for a Fund's accounts with brokers or deal-
ers selected by it in its discretion. In effecting purchases and
sales of portfolio securities for the accounts of the Funds, the
Adviser and the Portfolio Managers will seek the best price and
execution of the Fund's orders. In doing so, a Fund may pay higher
commission rates than the lowest available when the Adviser or
Portfolio Manager believes it is reasonable to do so in light of
the value of the brokerage and research services provided by the
broker effecting the transaction. The Adviser and Portfolio Manag-
ers also may consider sales of shares of the Trust as a factor in
the selection of broker-dealers to execute portfolio transactions
for the Trust.
Some securities considered for investment by the Funds may also
be appropriate for other clients served by the Adviser or a Port-
folio Manager. If a purchase or sale of securities consistent with
the investment policies of a Fund and one or more of these clients
is considered at or about the same time, transactions in such se-
curities will be allocated among the Fund and clients in a manner
deemed fair and reasonable by the Adviser or Portfolio Manager.
Particularly when investing in less liquid or illiquid securities
of smaller capitalization companies, such allocation may take into
account the asset size of a Fund in determining whether the allo-
cation of an investment is suitable. As a result, larger Funds may
become more concentrated in more liquid securities than smaller
Funds or private accounts of the Adviser or a Portfolio Manager
pursuing a small capitalization investment strategy, which could
adversely affect performance. The Adviser or a Portfolio Manager
may aggregate orders for the Funds with simultaneous transactions
entered into on behalf of its other clients so long as price and
transaction expense are averaged either for the particular trans-
action or for that day.
Description of the Trust
Capitalization
The Trust was organized as a Massachusetts business trust on Au-
gust 24, 1990, and currently consists of twenty-eight portfolios
that are operational, seven of which are described in this Pro-
spectus. Other portfolios may be offered by means of a separate
prospectus. The Board of Trustees may establish additional portfo-
lios in the future. The capitalization of the Trust consists of an
unlimited number of shares of beneficial interest. When issued,
shares of the Trust are fully paid, non-assessable and freely
transferable.
Under Massachusetts law, shareholders could, under certain cir-
cumstances, be held liable for the obligations of the Trust. How-
ever, the Second Amended and Restated Agreement and Declaration of
Trust (the "Declaration of Trust") of the Trust disclaims share-
holder liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obliga-
tion or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust also provides for indemnifica-
tion out of a Fund's property for all loss and 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 fi-
nancial 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.
Multiple
Classesof
Shares
In addition to Class D shares, certain Funds also offer up to five
additional classes of shares, Class A, Class B, Class C, Institu-
tional Class and Administrative Class shares, through separate
prospectuses. This Prospectus relates only to Class D shares of
the Funds. Unlike Class D shares, which may be purchased only
through financial service firms, the other classes may be pur-
chased directly from the Trust and/or the Distributor. The other
classes may be subject to sales
32 PIMCO Funds: Multi-Manager Series
<PAGE>
charges and different levels of operating expenses than Class D
shares. As a result of different charges and expense levels, the
other five classes are expected to achieve different investment
returns than Class D shares. Shareholders of a particular class
may also receive additional services or services different from
those received by the other classes. To obtain more information
about Class A, Class B and Class C shares, please call the Dis-
tributor at 1-800-426-0107. To obtain more information about In-
stitutional Class and Administrative Class shares, please call 1-
800-927-4648.
Each class of shares of each Fund represents interests in the
assets of that Fund, and each class has identical dividend, liqui-
dation and other rights and the same terms and conditions, except
that expenses related to the distribution and shareholder servic-
ing of a particular class of shares are borne solely by such class
and each class may, at the Trustees' discretion, also pay a dif-
ferent share of other expenses, not including advisory or custo-
dial fees or other expenses related to the management of the
Trust's assets, if these expenses are actually incurred in a dif-
ferent amount by that class, or if the class receives services of
a different kind or to a different degree than the other classes.
All other expenses are allocated to each class on the basis of the
net asset value of that class in relation to the net asset value
of the particular Fund.
Voting Each class of shares of each Fund has identical voting rights, ex-
cept 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 distribu-
tion and servicing plan or agreement applicable only to that
class. These shares are entitled to vote at meetings of sharehold-
ers. Matters submitted to shareholder vote must be approved by
each Fund separately except (i) when required by the 1940 Act
shares shall be voted together and (ii) when the Trustees have de-
termined that the matter does not affect all Funds, then only
shareholders of the Fund or Funds affected shall be entitled to
vote on the matter. All classes of shares of a Fund will vote to-
gether, except with respect to a distribution and servicing plan
or agreement applicable to a class of shares or when a class vote
is required as specified above or otherwise by the 1940 Act.
Shares are freely transferable, are entitled to dividends as de-
clared by the Trustees and, in liquidation of the Trust, are enti-
tled to receive the net assets of their Fund, but not of the other
Funds. The Trust does not generally hold annual meetings of share-
holders and will do so only when required by law. Shareholders may
remove Trustees from office by votes cast in person or by proxy at
a meeting of shareholders or by written consent. Such a meeting
will be called at the written request of the holders of 10% of the
Trust's outstanding shares.
Shares entitle their holders to one vote per share (with
proportionate voting for fractional shares). As of March , 1999,
the following was a shareholder of record of at least 25% of the
outstanding voting securities of the indicated Fund: [Note: To be
updated in a Post-Effective Amendment filed prior to the effective
date of this Amendment.] PIMCO Advisors L.P. (Newport Beach,
California), the Trust's investment adviser and administrator,
with respect to the Tax-Efficient Equity Fund. As used in this
Prospectus, the phrase "vote of a majority of the outstanding
shares" of a Fund (or the Trust) means the vote of the lesser of:
(1) 67% of the shares of the Fund (or the Trust) present at a
meeting, if the holders of more than 50% of the outstanding shares
are present in person or by proxy; or (2) more than 50% of the
outstanding shares of the Fund (or the Trust).
April , 1999 Prospectus 33
<PAGE>
PIMCO
Funds:
Multi-
Manager
Series
--------------------------------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
PIMCO Advisors L.P., 800 Newport Center Drive, Newport Beach, CA
92660
--------------------------------------------------------------------
PORTFOLIO MANAGERS
PIMCO Equity Advisors Division of PIMCO Advisors L.P., Cadence
Capital Management, Columbus Circle Investors, NFJ Investment
Group, Parametric Portfolio Associates
--------------------------------------------------------------------
DISTRIBUTOR
PIMCO Funds Distributors LLC, 2187 Atlantic Street, Stamford, CT
06902
--------------------------------------------------------------------
CUSTODIAN
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
MO 64105
--------------------------------------------------------------------
SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
First Data Investor Services Group, Inc., P.O. Box 9688,
Providence, RI 02940
--------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105
--------------------------------------------------------------------
LEGAL COUNSEL
Ropes & Gray, One International Place, Boston, MA 02110
--------------------------------------------------------------------
For further information about the PIMCO Funds, call 1-888-87-PIMCO
or visit our Web site at www.pimcofunds.com.
<PAGE>
PIMCO FUNDS IS ON THE WEB
www.pimcofunds.com
A PARTIAL LIST OF WHAT'S AVAILABLE:
DAILY MANAGER COMMENTARY
FUND MANAGER BIOS
CURRENT AND HISTORICAL FUND PERFORMANCE
LIPPER RANKINGS
MORNINGSTAR RATINGS
LISTING OF FUND PORTFOLIO HOLDINGS
RISK ANALYSIS
DAILY SHARE PRICES
RESOURCES FOR INVESTMENT PROFESSIONALS
(GRAPHIC APPEARS HERE)
PIMCO Funds Distributors LLC is pleased to announce the launch of its Web site.
We can be found on the Worldwide Web at www.pimcofunds.com.
You now have around-the-clock access to the most timely and comprehensive
information available on all of the PIMCO Funds. In addition, the site includes
daily commentary from our fund managers, with insights on the economy and other
factors affecting the stock and bond markets.
(GRAPHIC APPEARS HERE)
You'll find the site to be informative and easy-to-use. There are several
functions that can help you navigate your way around the site. Among the major
sections are Investment Insight and Fund Information.
(GRAPHIC APPEARS HERE)
INVESTMENT INSIGHT
The Investment Insight section provides an overview of six of the investment
management firms which are part of PIMCO Advisors L.P. You'll find an
explanation of each firm's investment process, biographies of the investment
team, manager updates and more.
(GRAPHIC APPEARS HERE)
FUND INFORMATION
In the Fund Information section you'll access profiles of all the PIMCO Funds.
Some include a summary of each fund's portfolio, risk analysis data, Lipper
rankings and Morningstar ratings. You an also obtain daily fund share prices.
And now we provide current and historical performance for Class D shares.
QUESTIONS?
We're sure you will find the PIMCO Funds Web site to be an invaluable tool. If
you have any comments or questions about the site, please call us today at
1-888-87-PIMCO. Or, use the e-mail feature of the site to contact us.
Please read the relevant prospectus carefully before you invest in any PIMCO
Fund.
PIMCO
-----
FUNDS
PZ010.4/99
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated _________, 1999
to the
Prospectus for Class D Shares dated April __, 1999
Disclosure relating to:
PIMCO VALUE 25 FUND
- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Class D Shares dated April __, 1999 (the "Class D
Prospectus") which is included in Part A of this Registration Statement.
- --------------------------------------------------------------------------------
1. DATE OF THE PROSPECTUS.
The date of the Prospectus is hereby amended to _______, 1999.
2. STATEMENT OF ADDITIONAL INFORMATION.
The Trust's Statement of Additional Information, dated April __, 1999, as
amended or supplemented from time to time, is available free of charge by
writing to PIMCO Funds Distributors LLC (the "Distributor"), 2187 Atlantic
Street, Stamford, Connecticut, 06902, or by telephoning 888-87-PIMCO. The
Statement of Additional Information, which contains more detailed information
about the Trust, has been filed with the Securities and Exchange Commission and
is incorporated by reference into the Retail Prospectus.
3. NEW SERIES.
The Trust intends to offer Class D Shares of a new series, PIMCO Value 25
Fund (the "Fund").
4. SCHEDULE OF FEES.
Shareholder Transaction Expenses:
- --------------------------------
Maximum initial sales charge imposed on purchases None
(as a percentage of offering price at time of purchase)
Maximum sales charge imposed on reinvested dividends None
(as a percentage of offering price at time of purchase)
Maximum deferred sales charge None
(as a percentage of original purchase price)
Exchange Fee None
<PAGE>
<TABLE>
<CAPTION>
EXAMPLE: You would pay the
following expenses on a
CLASS D SHARES ANNUAL FUND $1,000 investment assuming
OPERATING EXPENSES (1) 5% annual return and (2)
(As a percentage of average net without or without redemption
assets): at the end of each time period:
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
TOTAL
ADMINI- 12B-1 FUND
ADVISORY STRATIVE (SERVICE) OPERATING
FUND FEES FEES/1/ FEES/1/ EXPENSES 1 3 5 10
YEAR YEARS YEARS YEARS
- ---------------------------------------------------------------------------------------------------------
Value 25 .50% .40% .25% 1.15% $12 $37 - -
- ---------------------------------------------------------------------------------------------------------
</TABLE>
1. The Fund's administration agreement includes a plan for Class D shares that
has been adopted in conformity with the requirements set forth in Rule 12b-1
under the Investment Company Act of 1940. The plan provides that up to .25% per
annum of the total fees paid under the administration agreement may represent
reimbursement for expenses in respect of activities ("subject activities") that
may be deemed to be primarily intended to result in the sale of Class D shares.
The Fund will pay a total of .65% per annum under the administration agreement
regardless of whether a portion or none of the .25% authorized under the plan is
paid for subject services. To the extent that any payments are deemed to be
made pursuant to the plan, the Fund intends to treat such payments as "service
fees" for purposes of applicable rules of the National Association of Securities
Dealers, Inc. (the "NASD"). See "Management of the Trust - Fund Administrator."
To the extent that such payments for subject activities are deemed not to be
"service fees," Class D shareholders may, depending on the length of time the
shares are held, pay more than the economic equivalent of the maximum front-end
sales charges permitted by relevant rules of the NASD.
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 D shareholders of the Fund. The information is based upon the Fund's
current fees and expenses.
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.
5. 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.
VALUE 25 FUND seeks long-term growth of capital and income. The Fund
invests primarily in a portfolio of approximately 25 common stocks of companies
with medium market capitalizations and below-average P/E ratios relative to
their industry group. In selecting securities, the Portfolio Manager classifies
a universe of more than 2000 stocks by industry, each of which has a minimum
market capitalization of $200 million. The universe is then screened to find
stocks with the lowest P/E ratios in each industry, subject to application of
quality, earnings momentum and price momentum screens. Those stocks which pass
the screenings and satisfy the medium-cap size criteria are further analyzed.
Fundamental research is performed on the most undervalued companies.
Approximately 25 stocks, diversified across industries, are selected on an
equal-weighted basis for the Fund's portfolio.
-2-
<PAGE>
Although quarterly rebalancing is a general rule, replacements are made whenever
an alternative stock has a significantly lower P/E ratio than the current Fund
holdings. Because the Fund concentrates on approximately 25 stocks at any one
time (and is not as diversified as many stock funds), it is intended for
aggressive investors seeking above-average capital gains and willing to accept
the greater risks associated therewith. The Portfolio Manager for the Value 25
Fund is NFJ Investment Group ("NFJ").
The Fund's investment objective and, unless otherwise noted, its
restrictions and policies relating to the investment of its assets are non-
fundamental and may be changed without shareholder approval. The annual
portfolio turnover rate for the Fund is expected to be less than 150%.
-3-
<PAGE>
6. CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES.
The securities and investment techniques and related risks applicable to
the Fund are described in the Trust's Prospectus for Institutional Class and
Administrative Class shares, dated April __, 1999 (the "Institutional
Prospectus"), which is filed herewith.
7. MANAGEMENT OF THE TRUST.
Disclosure relating to PIMCO Advisors L.P., the Investment Advisor and
Administrator for each of the Funds, is included under the sub-headings
"Investment Advisor" and "Fund Administrator" under "Management of the Trust" in
the Class D Prospectus.
NFJ manages the Value 25 Fund. Chris Najork, Benjamin Fischer and Cliff
Hoover are primarily responsible for the day-to-day management of the Fund.
Disclosure relating to NFJ and Messrs. Najork, Fischer and Hoover is included
under "Management of the Trust - Portfolio Managers - NFJ" in the Class D
Prospectus.
-4-
<PAGE>
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 monthly Advisory
Fees at the annual rate of .50%, based on the average daily net assets of the
Fund. Pursuant to the portfolio management agreement between PIMCO Advisors
L.P. and NFJ, PIMCO Advisors (and not the Fund or the Trust) pays NFJ fees at
the annual rate of .40% for the Value 25 Fund.
For providing or procuring administrative services for the Fund as
described above, PIMCO Advisors L.P. (in its capacity as Administrator) receives
monthly Administrative Fees from the Fund at the following annual rate based on
the average daily net assets attributable to the Fund's Class D Shares: Value 25
Fund - .65%. The administration agreement includes a plan adopted in conformity
with Rule 12b-1 which provides for the payment of up to .25% of the .65%
Administrative Fee Rate as reimbursement for expenses in respect of activities
that may be deemed to be primarily intended to result in the sale of Class D
shares. The "Annual Fund Operating Expenses" table in Section 4 above shows the
.65% Administrative Fee Rate under two separate columns entitled "Administrative
Fees" (.40%) and "12b-1 (Service) Fees" (.25%).
8. 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.
-5-
<PAGE>
PIMCO Funds Prospectus
Multi-Manager
Series GROWTH STOCK FUNDS ENHANCED INDEX STOCK FUNDS
Growth Fund Tax-Efficient Equity Fund
April __, 1999 Target Fund
Opportunity Fund
Share Classes INTERNATIONAL STOCK FUNDS
A B C BLEND STOCK FUNDS International Fund
Capital Appreciation Fund
Mid-Cap Growth Fund SECTOR-RELATED STOCK FUNDS
Innovation Fund
VALUE STOCK FUNDS Precious Metals Fund
Equity Income Fund
Renaissance Fund STOCK AND BONDS FUNDS
Value Fund Balanced Fund
Value 25 Fund
Small-Cap Value Fund
PIMCO
------
FUNDS
<PAGE>
PIMCO Funds: Multi-Manager Series
Prospectus
April , 1999
PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end se-
ries management investment company offering fifteen separate di-
versified investment portfolios (each a "Fund") in this Prospec-
tus, each with different investment objectives and strategies. The
address of PIMCO Funds: Multi-Manager Series is 840 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.
Each Fund offers three classes of shares in this Prospectus: Class
A shares (generally sold subject to an initial sales charge),
Class B shares (sold subject to a contingent deferred sales
charge) and Class C shares (sold subject to an asset based sales
charge). Through separate prospectuses, certain Funds may offer up
to three additional classes of shares, Class D, Institutional
Class and Administrative Class shares. See "Alternative Purchase
Arrangements."
This Prospectus concisely describes the information investors
should know before investing in Class A, Class B and Class C
shares of the Funds. Please read this Prospectus carefully and
keep it for further reference.
Information about the investment objective of each Fund, along
with a detailed description of the types of securities in which
each Fund may invest, and of investment policies and restrictions
applicable to each Fund, are set forth in this Prospectus. There
can be no assurance that the investment objective of any Fund will
be achieved. Because the market value of each Fund's investments
will change, the investment returns and net asset value per share
of each Fund will vary.
A Statement of Additional Information, dated April , 1999, as
amended or supplemented from time to time, is available free of
charge by writing to PIMCO Funds Distributors LLC (the "Distribu-
tor"), 2187 Atlantic Street, Stamford, Connecticut 06902, or by
telephoning 1-800-426-0107. The Statement of Additional Informa-
tion, which contains more detailed information about the Trust,
has been filed with the Securities and Exchange Commission and is
incorporated by reference in this Prospectus. The Securities and
Exchange Commission maintains an Internet World Wide Web site (at
www.sec.gov) which contains the Statement of Additional Informa-
tion, materials that are incorporated by reference into this Pro-
spectus and the Statement of Additional Information, and other in-
formation about the Funds.
These securities have not been approved or disapproved by the Se-
curities and Exchange Commission or any state securities commis-
sion, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal of-
fense.
Shares of the Funds are not deposits or obligations of, or guaran-
teed or endorsed by, any financial institution, and the shares are
not federally insured by the Federal Deposit Insurance Corpora-
tion, the Federal Reserve Board or any other agency, and involve
risk, including the possible loss of principal.
TABLE OF CONTENTS
<TABLE>
<S> <C>
PIMCO Funds Overview..................3
Schedule of Fees......................4
Financial Highlights..................8
Investment Objectives and Policies...18
Characteristics and Risks of Securities
and Investment Techniques...........26
Performance Information..............38
How to Buy Shares....................39
Alternative Purchase Arrangements ...44
</TABLE>
<TABLE>
<S> <C>
Exchange Privilege.................52
How to Redeem......................53
Distributor and Distribution and
Servicing Plans....................57
How Net Asset Value Is Determined..59
Distributions......................60
Taxes..............................60
Management of the Trust............62
Description of the Trust...........68
Mailings to Shareholders...........69
</TABLE>
2 PIMCO Funds: Multi-Manager Series
<PAGE>
PIMCO Funds Overview
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") is the in-
vestment adviser of all the Funds. PIMCO Advisors is one of the
largest investment management firms in the U.S. As of December 31,
1998, PIMCO Advisors and its subsidiary partnerships had approxi-
mately $244.2 billion in assets under management. Each Fund has a
sub-adviser (each a "Portfolio Manager") responsible for portfolio
investment decisions, except that the PIMCO Equity Advisors Divi-
sion of PIMCO Advisors (the "PIMCO Equity Advisors Division") man-
ages the investments of the Growth, Target, Opportunity and Inno-
vation Funds. Acting in this capacity, the PIMCO Equity Advisors
Division is sometimes referred to in this Prospectus as a "Portfo-
lio Manager." Each sub-adviser is an affiliate of PIMCO Advisors
except for Van Eck Associates Corporation ("Van Eck"), an indepen-
dent Portfolio Manager that advises the Precious Metals Fund. The
other Portfolio Managers are listed below.
<TABLE>
<CAPTION>
Investment Specialty
------------------------------------------------------------------------------------------------------
<C> <S>
Cadence Capital Management ("Cadence") Stocks of growth companies that the Portfolio Manager
believes are trading at a reasonable price
------------------------------------------------------------------
Columbus Circle Investors ("Columbus Circle") Stocks, using its "Positive Momentum & Positive
Surprise" discipline
------------------------------------------------------------------
NFJ Investment Group ("NFJ") Value stocks that the Portfolio Manager believes are
undervalued and/or offer above-average dividend yields
------------------------------------------------------------------
Blairlogie Capital Management ("Blairlogie") (/1/) International stocks using Scottish standards of
prudent investment management with modern quantitative
analytical tools
------------------------------------------------------------------
Pacific Investment Management Company All sectors of the bond market using its total return
("Pacific Investment Management") philosophy--seeking both yield and capital
appreciation
------------------------------------------------------------------
Parametric Portfolio Associates ("Parametric") Stocks, using quantitatively-driven fundamental
analysis and economic methods, with a specialty in
tax-efficient products
------------------------------------------------------------------
PIMCO Equity Advisors Division [Please provide description of Investment Specialty]
</TABLE>
<TABLE>
<CAPTION>
Fund Name Investment Objective Primary Investments (/2/) Portfolio Manager
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Growth Long-term growth of Common stocks of companies PIMCO Equity Advisors Division
Stock Funds capital; income is with market
incidental capitalizations of at
least $5 billion
---------------------------------------------------------------------------------------------
Target Capital appreciation; no Common stocks of companies PIMCO Equity Advisors Division
consideration given to with between $1 billion
income and $10 billion of market
capitalizations
---------------------------------------------------------------------------------------------
Opportunity (/3/) Capital appreciation; no Common stocks of companies PIMCO Equity Advisors Division
consideration given to with market
income capitalizations of less
than $2 billion
--------------------------------------------------------------------------------------------------------
Blend Stock Capital Growth of capital Common stocks of companies Cadence
Funds Appreciation with market
capitalizations of at
least $1 billion that have
improving fundamentals and
whose stock is reasonably
valued by the market
---------------------------------------------------------------------------------------------
Mid-Cap Growth of capital Common stocks of companies Cadence
Growth with market
capitalizations in excess
of $500 million that have
improving fundamentals and
whose stock is reasonably
valued by the market
--------------------------------------------------------------------------------------------------------
Value Stock Equity Current income as a Common stocks with below- NFJ
Funds Income primary objective; long- average price to earnings
term growth of capital ratios and higher dividend
as a secondary objective yields relative to their
industry groups
---------------------------------------------------------------------------------------------
Renaissance Long-term growth of Common stocks with below- Columbus Circle
capital and income average valuations that
have improving business
fundamentals
---------------------------------------------------------------------------------------------
Value Long-term growth of Common stocks with below- NFJ
capital and income average price to earnings
ratios relative to their
industry groups
---------------------------------------------------------------------------------------------
Value 25 Long-term growth of Approximately 25 common NFJ
capital and income stocks of companies with
medium market
capitalizations that have
below-average price to
earnings ratios relative
to their industry groups
---------------------------------------------------------------------------------------------
Small-Cap Long-term growth of Common stocks of companies NFJ
Value capital and income with market
capitalizations between
$50 million and $1 billion
and below-average price to
earnings ratios relative
to their industry groups
--------------------------------------------------------------------------------------------------------
Enhanced Tax-Efficient Maximum after-tax growth A broadly diversified Parametric
Index Stock Equity of capital portfolio of at least 200
Funds common stocks of companies
with larger
market capitalizations
--------------------------------------------------------------------------------------------------------
International International Capital appreciation; Non-U.S. stocks of Blairlogie (/1/)
Stock Funds income is companies with small,
incidental medium and large market
capitalizations (developed
and emerging markets)
--------------------------------------------------------------------------------------------------------
Sector- Innovation Capital appreciation; no Common Stocks of companies PIMCO Equity Advisors Division
Related consideration given to with small, medium and
Stock Funds income large market
capitalizations
(technology-related
stocks)
---------------------------------------------------------------------------------------------
Precious Capital appreciation; no U.S. and non-U.S. stocks Van Eck
Metals consideration given to of companies with medium
income and large market
capitalizations (precious
metals-related stocks)
--------------------------------------------------------------------------------------------------------
Stock and Bond Balanced Total return consistent Common stocks, fixed Cadence, NFJ and Pacific
Funds with prudent investment income securities and Investment Management
management money market instruments
</TABLE>
Fund
Profiles
1. [On or about March 31, 1999, it is anticipated that PIMCO Advi-
sors will sell substantially all of its ownership interest in
Blairlogie. Subject to the approval of the shareholders of the In-
ternational Fund, PIMCO Advisors has determined to continue to re-
tain Blairlogie as Portfolio Manager of the Fund subsequent to the
Blairlogie Transaction. See "Management of the Trust--Portfolio
Managers--Blairlogie."]
2. For specific information concerning the market capitalizations
of companies in which each Fund may invest and each Fund's invest-
ment style, see "Investment Objectives and Policies" in this Pro-
spectus.
3. Except to the extent described under "How to Buy Shares--Re-
strictions on Sales of and Exchanges for Shares of the Opportunity
Fund," the Opportunity Fund is closed to new investors.
April , 1999 Prospectus 3
<PAGE>
Schedule of Fees
Shareholder
Transaction
Expenses
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
--------------------------------------------------------------------
<S> <C> <C> <C>
Maximum initial sales charge im-
posed on purchases
(as a percentage of offering
price at time of purchase) 5.50% None None
--------------------------------------------------------------------
Maximum sales charge imposed on
reinvested dividends
(as a percentage of net asset
value at time of purchase) None None None
--------------------------------------------------------------------
Maximum contingent deferred
sales charge ("CDSC")
(as a percentage of original
purchase price) 1%(/1/) 5%(/2/) 1%(/3/)
------------------------------------------------------------------
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 pur-
chase. See "Alternative Purchase Arrangements" in this Prospectus.
2. The maximum CDSC is imposed on shares redeemed in the first
year. For shares held longer than one year, the CDSC declines ac-
cording to the schedule set forth under "Alternative Purchase
Arrangements -- Deferred Sales Charge Alternative -- Class B Shares"
in this Prospectus.
3. The CDSC on Class C shares is imposed only on shares redeemed
in the first year.
Class A
Shares
<TABLE>
<CAPTION>
Example: You would pay the Example: You would pay the
following expenses on a $1,000 following expenses on a $1,000
investment assuming (1) 5% investment assuming (1) 5%
annual return and (2) annual return and (2) no
Annual Fund Operating Expenses redemption at the end redemption:
(As a percentage of average net assets): of each time period:
Total
Admini- Fund
Advisory strative 12b-1 Operating Year Year
Fund Fees Fees(/1/) Fees(/2/) Expenses 1 3 5 10 1 3 5 10
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced .45% .40% .25% 1.10% $66 $88 $112 $182 $66 $88 $112 $182
---------------------------------------------------------------------------------------------------------------------------------
Equity Income .45 .40 .25 1.10 66 88 112 182 66 88 112 182
---------------------------------------------------------------------------------------------------------------------------------
Value .45 .40 .25 1.10 66 88 112 182 66 88 112 182
---------------------------------------------------------------------------------------------------------------------------------
Renaissance .60 .40 .25 1.25 67 92 120 198 67 92 120 198
---------------------------------------------------------------------------------------------------------------------------------
Tax-Efficient
Equity .45 .40 .25 1.10 66 88 -- -- 66 88 -- --
---------------------------------------------------------------------------------------------------------------------------------
Capital
Appreciation .45 .40 .25 1.10 66 88 112 182 66 88 112 182
---------------------------------------------------------------------------------------------------------------------------------
Growth .50 .40 .25 1.15 66 90 115 187 66 90 115 187
---------------------------------------------------------------------------------------------------------------------------------
Value 25 .50 .40 .25 1.15 66 90 -- -- 66 90 -- --
---------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth .45 .40 .25 1.10 66 88 112 182 66 88 112 182
---------------------------------------------------------------------------------------------------------------------------------
Target .55 .40 .25 1.20 67 91 117 192 67 91 117 192
---------------------------------------------------------------------------------------------------------------------------------
Small-Cap Value .60 .40 .25 1.25 67 92 120 198 67 92 120 198
---------------------------------------------------------------------------------------------------------------------------------
Opportunity .65 .40 .25 1.30 68 94 122 203 68 94 122 203
---------------------------------------------------------------------------------------------------------------------------------
International .55 .65 .25 1.45 69 98 130 219 69 98 130 219
---------------------------------------------------------------------------------------------------------------------------------
Innovation .65 .40 .25 1.30 68 94 122 203 68 94 122 203
---------------------------------------------------------------------------------------------------------------------------------
Precious Metals .60 .45 .25 1.30 68 94 122 203 68 94 122 203
</TABLE>
1. The Administrative Fees for each Fund are subject to reduction to the extent
that the average net assets attributable in the ag gregate 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 represent servicing fees which are paid annually to the
Distributor and repaid to participating brokers, certain banks and other
financial intermediaries. See "Distributor and Distribuand Servicing
Plans."
4 PIMCO Funds: Multi-Manager Series
<PAGE>
Class B Shares
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (1) 5%
Annual Fund Operating Expenses annual return and (2) redemption
(As a percentage of average net assets): at the end of each time period:
Total
Admini- Fund
Advisory strative 12b-1 Operating Year
Fund Fees Fees(/1/) Fees(/2/) Expenses 1 3 5 10
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced .45% .40% 1.00% 1.85% $69 $88 $120 $188
- ------------------------------------------------------------------------------------------------------
Equity Income .45 .40 1.00 1.85 69 88 120 188
- ------------------------------------------------------------------------------------------------------
Value .45 .40 1.00 1.85 69 88 120 188
- ------------------------------------------------------------------------------------------------------
Renaissance .60 .40 1.00 2.00 70 93 128 204
- ------------------------------------------------------------------------------------------------------
Tax-Efficient
Equity .45 .40 1.00 1.85 69 88 -- --
- ------------------------------------------------------------------------------------------------------
Capital Appreciation .45 .40 1.00 1.85 69 88 120 188
- ------------------------------------------------------------------------------------------------------
Growth .50 .40 1.00 1.90 69 90 123 193
- ------------------------------------------------------------------------------------------------------
Value 25 .50 .40 1.00 1.90 69 90 -- --
- ------------------------------------------------------------------------------------------------------
Mid-Cap Growth .45 .40 1.00 1.85 69 88 120 188
- ------------------------------------------------------------------------------------------------------
Target .55 .40 1.00 1.95 70 91 125 198
- ------------------------------------------------------------------------------------------------------
Small-Cap Value .60 .40 1.00 2.00 70 93 128 204
- ------------------------------------------------------------------------------------------------------
Opportunity .65 .40 1.00 2.05 71 94 130 209
- ------------------------------------------------------------------------------------------------------
International .55 .65 1.00 2.20 72 99 138 225
- ------------------------------------------------------------------------------------------------------
Innovation .65 .40 1.00 2.05 71 94 130 209
- ------------------------------------------------------------------------------------------------------
Precious Metals .60 .45 1.00 2.05 71 94 130 209
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (1) 5%
annual return and (2) no
redemption:
Year
Fund 1 3 5 10
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced $19 $58 $100 $188
- ------------------------------------------------------
Equity Income 19 58 100 188
- ------------------------------------------------------
Value 19 58 100 188
- ------------------------------------------------------
Renaissance 20 63 108 204
- ------------------------------------------------------
Tax-Efficient
Equity 19 58 -- --
- ------------------------------------------------------
Capital Appreciation 19 58 100 188
- ------------------------------------------------------
Growth 19 60 103 193
- ------------------------------------------------------
Value 25 19 60 -- --
- ------------------------------------------------------
Mid-Cap Growth 19 58 100 188
- ------------------------------------------------------
Target 20 61 105 198
- ------------------------------------------------------
Small-Cap Value 20 63 108 204
- ------------------------------------------------------
Opportunity 21 64 110 209
- ------------------------------------------------------
International 22 69 118 225
- ------------------------------------------------------
Innovation 21 64 110 209
- ------------------------------------------------------
Precious Metals 21 64 110 209
</TABLE>
1. The Administrative Fees for each 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 which are 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."
April , 1999 Prospectus 5
<PAGE>
Class C Shares
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (1) 5%
Annual Fund Operating Expenses annual return and (2) redemption
(As a percentage of average net assets): at the end of each time period:
Total
Admini- Fund
Advisory strative 12b-1 Operating Year
Fund Fees Fees(/1/) Fees(/2/) Expenses 1 3 5 10
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced .45% .40% 1.00% 1.85% $29 $58 $100 $217
- ---------------------------------------------------------------------------------------------------
Equity Income .45 .40 1.00 1.85 29 58 100 217
- ---------------------------------------------------------------------------------------------------
Value .45 .40 1.00 1.85 29 58 100 217
- ---------------------------------------------------------------------------------------------------
Renaissance .60 .40 1.00 2.00 30 63 108 233
- ---------------------------------------------------------------------------------------------------
Tax-Efficient
Equity .45 .40 1.00 1.85 29 58 -- --
- ---------------------------------------------------------------------------------------------------
Capital Appreciation .45 .40 1.00 1.85 29 58 100 217
- ---------------------------------------------------------------------------------------------------
Growth .50 .40 1.00 1.90 29 60 103 222
- ---------------------------------------------------------------------------------------------------
Value 25 .50 .40 1.00 1.90 29 60 -- --
- ---------------------------------------------------------------------------------------------------
Mid-Cap Growth .45 .40 1.00 1.85 29 58 100 217
- ---------------------------------------------------------------------------------------------------
Target .55 .40 1.00 1.95 30 61 105 227
- ---------------------------------------------------------------------------------------------------
Small-Cap Value .60 .40 1.00 2.00 30 63 108 233
- ---------------------------------------------------------------------------------------------------
Opportunity .65 .40 1.00 2.05 31 64 110 238
- ---------------------------------------------------------------------------------------------------
International .55 .65 1.00 2.20 32 69 118 253
- ---------------------------------------------------------------------------------------------------
Innovation .65 .40 1.00 2.05 31 64 110 238
- ---------------------------------------------------------------------------------------------------
Precious Metals .60 .45 1.00 2.05 31 64 110 238
<CAPTION>
Example: You would pay the
following expenses on a $1,000
investment assuming (1) 5%
annual return and (2) no
redemption:
Year
Fund 1 3 5 10
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced $19 $58 $100 $217
- ------------------------------------------------------
Equity Income 19 58 100 217
- ------------------------------------------------------
Value 19 58 100 217
- ------------------------------------------------------
Renaissance 20 63 108 233
- ------------------------------------------------------
Tax-Efficient
Equity 19 58 -- --
- ------------------------------------------------------
Capital Appreciation 19 58 100 217
- ------------------------------------------------------
Growth 19 60 103 222
- ------------------------------------------------------
Value 25 19 60 -- --
- ------------------------------------------------------
Mid-Cap Growth 19 58 100 217
- ------------------------------------------------------
Target 20 61 105 227
- ------------------------------------------------------
Small-Cap Value 20 63 108 233
- ------------------------------------------------------
Opportunity 21 64 110 238
- ------------------------------------------------------
International 22 69 118 253
- ------------------------------------------------------
Innovation 21 64 110 238
- ------------------------------------------------------
Precious Metals 21 64 110 238
</TABLE>
1. The Administrative Fees for each 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 which are 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."
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 information is based
upon each Fund's current fees and expenses. 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 Trust 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.
6 PIMCO Funds: Multi-Manager Series
<PAGE>
(This page left blank intentionally)
April , 1999 Prospectus 7
<PAGE>
Financial Highlights
The financial highlights set forth on the following pages present certain
information and ratios as well as performance information for the Funds that
were operational during the periods listed. Certain information provided below
is included in the June 30, 1998 PIMCO Funds Annual Report (relating to Class
A, B and C shares) and has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon is also included in such Annual
Re-port. The Annual Report is incorporated by reference in the Statement of
Additional Information and may be obtained without charge from the Distributor.
Financial Statements and related notes are also incorporated by reference in
the Statement of Additional Information. [Note: Unaudited information for the
period ended December 31, 1998 to be included in a Post-Effective Amendment
filed prior to the effective date of this Amendment.]
<TABLE>
<CAPTION>
Net Realized/ Dividends Dividends in Distributions
Selected Per Share Data Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
for the Period Ended: Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund
Class A
06/30/98 $ 11.40 $ 0.29 (a) $ 1.81 (a) $ 2.10 $ (0.30) $ 0.00 $ (1.09)
01/20/97-
06/30/97 10.77 0.21 0.58 0.79 (0.16) 0.00 0.00
Class B
06/30/98 11.39 0.20 (a) 1.82 (a) 2.02 (0.25) 0.00 (1.09)
01/20/97-
06/30/97 10.77 0.19 0.58 0.77 (0.15) 0.00 0.00
Class C
06/30/98 11.39 0.20 (a) 1.82 (a) 2.02 (0.25) 0.00 (1.09)
01/20/97-
06/30/97 10.77 0.18 0.58 0.76 (0.14) 0.00 0.00
Equity Income
Fund
Class A
06/30/98 $ 15.39 $ 0.39 (a) $ 2.73 (a) $ 3.12 $ (0.38) $ 0.00 $ (2.09)
01/20/97-
06/30/97 13.94 0.15 1.48 1.63 (0.18) 0.00 0.00
Class B
06/30/98 15.37 0.26 (a) 2.73 (a) 2.99 (0.28) 0.00 (2.09)
01/20/97-
06/30/97 13.94 0.11 1.48 1.59 (0.16) 0.00 0.00
Class C
06/30/98 15.37 0.26 (a) 2.74 (a) 3.00 (0.27) 0.00 (2.09)
01/20/97-
06/30/97 13.94 0.11 1.48 1.59 (0.16) 0.00 0.00
Value Fund
Class A
06/30/98 $ 14.80 $ 0.19 (a) $ 2.46 (a) $ 2.65 $ (0.18) $ 0.00 $ (1.63)
01/13/97-
06/30/97 13.17 0.47 1.26 1.73 (0.10) 0.00 0.00
Class B
06/30/98 14.80 0.07 (a) 2.46 (a) 2.53 (0.07) 0.00 (1.63)
01/13/97-
06/30/97 13.16 0.44 1.26 1.70 (0.06) 0.00 0.00
Class C
06/30/98 14.80 0.07 (a) 2.46 (a) 2.53 (0.07) 0.00 (1.63)
01/13/97-
06/30/97 13.15 0.43 1.28 1.71 (0.06) 0.00 0.00
Renaissance
Fund (i)
Class A
06/30/98 $ 17.73 $ 0.07 (a) $ 4.91 (a) $ 4.98 $ (0.08) $ 0.00 $ (3.53)
10/01/96-
06/30/97 16.08 0.12 (a) 3.90 (a) 4.02 (0.12) 0.00 (2.25)
09/30/96 14.14 0.23 2.79 3.02 (0.23) (0.07) (0.78)
09/30/95 12.50 0.36 1.61 1.97 (0.33) 0.00 0.00
09/30/94 12.88 0.34 (0.17) 0.17 (0.33) 0.00 (0.22)
09/30/93 10.57 0.33 2.30 2.63 (0.32) 0.00 0.00
09/30/92 9.92 0.34 0.71 1.05 (0.40) 0.00 0.00
02/1/91-
09/30/91 8.38 0.28 1.54 1.82 (0.28) 0.00 0.00
Class B
06/30/98 17.77 (0.07)(a) 4.91 (a) 4.84 (0.02) 0.00 (3.53)
10/01/96-
06/30/97 16.12 0.03 (a) 3.92 (a) 3.95 (0.05) 0.00 (2.25)
09/30/96 14.13 0.09 2.83 2.92 (0.11) (0.04) (0.78)
05/22/95-
09/30/95 12.55 0.11 1.55 1.66 (0.08) 0.00 0.00
<CAPTION>
Selected Per Share Data Distributions
for the Period Ended: in Excess of
Net Realized
Capital Gains
-------------
<S> <C>
Balanced Fund
Class A
06/30/98 $ 0.00
01/20/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/20/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/20/97-
06/30/97 0.00
Equity Income
Fund
Class A
06/30/98 $ 0.00
01/20/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/20/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/20/97-
06/30/97 0.00
Value Fund
Class A
06/30/98 $ 0.00
01/13/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/13/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/13/97-
06/30/97 0.00
Renaissance
Fund (i)
Class A
06/30/98 $ 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
02/1/91-
09/30/91 0.00
Class B
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
05/22/95-
09/30/95 0.00
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
(i) Formerly, the PIMCO Advisors Equity Income Fund. The information provided
reflects results of operations under the Fund's former investment
objective and policies through January 31, 1992; such results would not
necessarily have been achieved had the Fund's current objective and
policies then been in effect.
8 PIMCO Funds: Multi-Manager Series
<PAGE>
The information provided for each of the Renaissance, Growth, Target, Opportu-
nity, International, Innovation and Precious Metals Funds reflects the opera-
tional history of a corresponding series of PIMCO Advisors Funds which reorga-
nized as a series of the Trust on January 17, 1997. In connection with the re-
organizations, these Funds changed their fiscal year ends from September 30 to
June 30. The expense ratios provided for these Funds reflect fee arrangements
of PIMCO Advisors Funds in effect prior to January 17, 1997 which differ from
the current fee arrangements of the Trust.
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distributions Tax Basis Net Asset Expenses to Income (Loss) to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------- --------- ------------- ------------ ------------ ---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ (1.39) $ 12.11 19.40% $ 9,586 1.12% 2.47% 186%
0.00 0.00 (0.16) 11.40 7.42 366 1.15* 3.01* 199
0.00 0.00 (1.34) 12.07 18.59 8,977 1.86 1.71 186
0.00 0.00 (0.15) 11.39 7.15 1,124 1.90* 2.28* 199
0.00 0.00 (1.34) 12.07 18.59 8,469 1.86 1.71 186
0.00 0.00 (0.14) 11.39 7.12 921 1.90* 2.26* 199
$ 0.00 $ 0.00 $ (2.47) $ 16.04 21.35% $ 12,954 1.11% 2.39% 45%
0.00 0.00 (0.18) 15.39 11.77 1,756 1.13* 2.85* 45
0.00 0.00 (2.37) 15.99 20.47 15,178 1.85 1.63 45
0.00 0.00 (0.16) 15.37 11.45 2,561 1.87* 2.11* 45
0.00 0.00 (2.36) 16.01 20.51 23,122 1.85 1.60 45
0.00 0.00 (0.16) 15.37 11.42 6,624 1.87* 2.15* 45
$ 0.00 $ 0.00 $ (1.81) $ 15.64 18.86% $ 21,742 1.11% 1.19% 77%
0.00 0.00 (0.10) 14.80 13.19 15,648 1.11* 1.71* 71
0.00 0.00 (1.70) 15.63 17.98 35,716 1.86 0.45 77
0.00 0.00 (0.06) 14.80 12.93 25,433 1.86* 0.96* 71
0.00 0.00 (1.70) 15.63 17.98 88,235 1.86 0.45 77
0.00 0.00 (0.06) 14.80 13.02 64,110 1.86* 0.97* 71
$ 0.00 $ 0.00 $ (3.61) $ 19.10 30.98% $ 85,562 1.26% 0.35% 192%
0.00 0.00 (2.37) 17.73 27.53 33,606 1.23* 0.95* 131
0.00 0.00 (1.08) 16.08 22.37 20,631 1.25 1.60 203
0.00 0.00 (0.33) 14.14 16.10 12,933 1.30 2.90 177
0.00 0.00 (0.55) 12.50 1.40 14,942 1.30 2.70 175
0.00 0.00 (0.32) 12.88 25.30 6,328 1.30 2.90 168
0.00 0.00 (0.40) 10.57 10.70 2,593 1.40 3.30 149
0.00 0.00 (0.28) 9.92 34.80 15 1.60* 4.40* 143
0.00 0.00 (3.55) 19.06 29.99 100,688 2.01 (0.39) 192
0.00 0.00 (2.30) 17.77 26.88 37,253 1.97* 0.20* 131
0.00 0.00 (0.93) 16.12 21.54 15,693 2.00 0.85 203
0.00 0.00 (0.08) 14.13 13.30 1,760 2.10* 2.20* 177
</TABLE>
April , 1999 Prospectus 9
<PAGE>
Financial Highlights (continued)
<TABLE>
<CAPTION>
Selected Per Share Data Net Realized/ Dividends Dividends in Distributions
for the Period Ended: Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Renaissance Fund
(Cont.)
Class C
06/30/98 $ 17.69 $(0.07)(a) $ 4.88 (a) $ 4.81 $ (0.01) $ 0.00 $ (3.53)
10/01/96-
06/30/97 16.05 0.03 (a) 3.90 (a) 3.93 (0.04) 0.00 (2.25)
09/30/96 14.09 0.12 2.78 2.90 (0.13) (0.03) (0.78)
09/30/95 12.47 0.27 1.59 1.86 (0.24) 0.00 0.00
09/30/94 12.85 0.24 (0.16) 0.08 (0.24) 0.00 (0.22)
09/30/93 10.56 0.25 2.29 2.54 (0.25) 0.00 0.00
09/30/92 9.91 0.29 0.68 0.97 (0.32) 0.00 0.00
09/30/91 8.16 0.36 1.75 2.11 (0.36) 0.00 0.00
09/30/90 11.17 0.49 (2.32) (1.83) (0.49) 0.00 (0.69)
09/30/89 10.05 0.55 1.19 1.74 (0.62) 0.00 0.00
Capital Appreci-
ation Fund
Class A
06/30/98 $ 21.16 $ 0.07 (a) $ 6.55 (a) $ 6.62 $ (0.09) $ 0.00 $ (1.68)
01/20/97-
06/30/97 19.31 0.09 1.76 1.85 0.00 0.00 0.00
Class B
06/30/98 21.10 (0.11)(a) 6.51 (a) 6.40 (0.07) 0.00 (1.68)
01/20/97-
06/30/97 19.31 0.01 1.78 1.79 0.00 0.00 0.00
Class C
06/30/98 21.10 (0.12)(a) 6.53 (a) 6.41 (0.05) 0.00 (1.68)
01/20/97-
06/30/97 19.31 0.02 1.77 1.79 0.00 0.00 0.00
Growth Fund
Class A
06/30/98 $ 27.03 $(0.08)(a) $ 9.99 (a) $ 9.91 $ 0.00 $ 0.00 $ (4.32)
10/01/96-
06/30/97 26.58 0.69 3.27 3.96 0.00 0.00 (3.51)
09/30/96 25.73 0.06 3.72 3.78 0.00 0.00 (2.93)
09/30/95 22.01 0.12 4.79 4.91 0.00 0.00 (1.19)
09/30/94 23.64 0.12 0.12 0.24 0.00 0.00 (1.87)
09/30/93 20.76 0.09 3.53 3.62 0.00 0.00 (0.74)
09/30/92 20.63 0.14 1.38 1.52 (0.14) 0.00 (1.25)
10/26/90-
09/30/91 16.99 0.21 5.28 5.49 (0.19) 0.00 (1.66)
Class B
06/30/98 25.59 (0.28)(a) 9.35 (a) 9.07 0.00 0.00 (4.32)
10/01/96-
06/30/97 25.46 0.35 3.29 3.64 0.00 0.00 (3.51)
09/30/96 24.94 (0.07) 3.52 3.45 0.00 0.00 (2.93)
05/23/95-
09/30/95 22.63 (0.03) 2.34 2.31 0.00 0.00 0.00
Class C
06/30/98 25.58 (0.28)(a) 9.35 (a) 9.07 0.00 0.00 (4.32)
10/01/96-
06/30/97 25.46 0.45 3.18 3.63 0.00 0.00 (3.51)
09/30/96 24.94 (0.12) 3.57 3.45 0.00 0.00 (2.93)
09/30/95 21.52 (0.04) 4.65 4.61 0.00 0.00 (1.19)
09/30/94 23.32 (0.04) 0.11 0.07 0.00 0.00 (1.87)
09/30/93 20.64 (0.07) 3.49 3.42 0.00 0.00 (0.74)
09/30/92 20.54 (0.01) 1.37 1.36 (0.01) 0.00 (1.25)
09/30/91 16.93 0.12 5.32 5.44 (0.17) 0.00 (1.66)
09/30/90 19.71 0.19 (1.67) (1.48) (0.18) 0.00 (1.12)
09/30/89 13.93 0.11 5.77 5.88 (0.10) 0.00 0.00
Mid-Cap Growth
Fund
Class A
06/30/98 $ 20.24 $ 0.02 (a) $ 5.11 (a) $ 5.13 $ (0.04) $ 0.00 $ (1.33)
01/13/97-
06/30/97 18.14 (0.04) 2.14 2.10 0.00 0.00 0.00
Class B
06/30/98 20.17 (0.16)(a) 5.09 (a) 4.93 0.00 0.00 (1.33)
01/13/97-
06/30/97 18.14 (0.11) 2.14 2.03 0.00 0.00 0.00
Class C
06/30/98 20.18 (0.16)(a) 5.08 (a) 4.92 0.00 0.00 (1.33)
01/13/97-
06/30/97 18.14 (0.10) 2.14 2.04 0.00 0.00 0.00
<CAPTION>
Selected Per Share Data Distributions
for the Period Ended: in Excess of
Net Realized
Capital Gains
-------------
<S> <C>
Renaissance Fund
(Cont.)
Class C
06/30/98 $ 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
09/30/91 0.00
09/30/90 0.00
09/30/89 0.00
Capital Appreci-
ation Fund
Class A
06/30/98 $ 0.00
01/20/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/20/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/20/97-
06/30/97 0.00
Growth Fund
Class A
06/30/98 $ 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
10/26/90-
09/30/91 0.00
Class B
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
05/23/95-
09/30/95 0.00
Class C
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
09/30/91 0.00
09/30/90 0.00
09/30/89 0.00
Mid-Cap Growth
Fund
Class A
06/30/98 $ 0.00
01/13/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/13/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/13/97-
06/30/97 0.00
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
10 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distributions Tax Basis Net Asset Expenses to Income (Loss) to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------- --------- ------------- ------------ ------------ ---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ (3.54) $ 18.96 29.98% $ 469,797 2.01% (0.37)% 192%
0.00 0.00 (2.29) 17.69 26.86 313,226 1.97* 0.21* 131
0.00 0.00 (0.94) 16.05 21.52 230,058 2.00 0.85 203
0.00 0.00 (0.24) 14.09 15.20 174,316 2.10 2.10 177
0.00 0.00 (0.46) 12.47 0.70 178,892 2.00 2.00 175
0.00 0.00 (0.25) 12.85 24.40 94,247 2.10 2.20 168
0.00 0.00 (0.32) 10.56 9.90 45,101 2.10 2.70 149
0.00 0.00 (0.36) 9.91 26.50 22,651 2.20 4.20 143
0.00 0.00 (1.18) 8.16 (18.00) 25,758 2.00 5.10 70
0.00 0.00 (0.62) 11.17 17.90 45,168 1.90 5.20 85
$ 0.00 $ 0.00 $ (1.77) $ 26.01 32.39% $ 72,803 1.10% 0.27% 75%
0.00 0.00 0.00 21.16 9.58 6,534 1.11* 0.59* 87
0.00 0.00 (1.75) 25.75 31.39 40,901 1.85 (0.47) 75
0.00 0.00 0.00 21.10 9.27 3,022 1.85* (0.26)* 87
0.00 0.00 (1.73) 25.78 31.40 71,481 1.85 (0.49) 75
0.00 0.00 0.00 21.10 9.27 13,093 1.86* (0.23)* 87
$ 0.00 $ 0.00 $ (4.32) $ 32.62 41.03% $ 180,119 1.16% (0.27)% 123%
0.00 0.00 (3.51) 27.03 15.93 147,276 1.11* 0.13* 94
0.00 0.00 (2.93) 26.58 16.11 151,103 1.11 0.24 104
0.00 0.00 (1.19) 25.73 23.70 134,819 1.10 0.50 111
0.00 0.00 (1.87) 22.01 1.30 107,269 1.10 0.60 115
0.00 0.00 (0.74) 23.64 17.70 97,509 1.10 0.40 110
0.00 0.00 (1.39) 20.76 7.70 71,209 1.10 0.70 92
0.00 0.00 (1.85) 20.63 38.60 17,064 1.20* 0.90* 95
0.00 0.00 (4.32) 30.34 39.97 80,719 1.91 (1.02) 123
0.00 0.00 (3.51) 25.59 15.32 55,626 1.86* (0.62)* 94
0.00 0.00 (2.93) 25.46 15.22 37,256 1.86 (0.51) 104
0.00 0.00 0.00 24.94 10.20 7,671 1.90* (0.40)* 111
0.00 0.00 (4.32) 30.33 39.99 1,853,002 1.91 (1.02) 123
0.00 0.00 (3.51) 25.58 15.27 1,514,432 1.86* (0.61)* 94
0.00 0.00 (2.93) 25.46 15.22 1,450,216 1.86 (0.51) 104
0.00 0.00 (1.19) 24.94 22.80 1,290,152 1.90 (0.20) 111
0.00 0.00 (1.87) 21.52 0.50 1,085,427 1.90 (0.20) 115
0.00 0.00 (0.74) 23.32 16.90 1,077,490 1.90 (0.30) 110
0.00 0.00 (1.26) 20.64 6.90 853,121 1.90 (0.10) 92
0.00 0.00 (1.83) 20.54 35.10 564,398 1.80 0.60 95
0.00 0.00 (1.30) 16.93 (8.00) 314,075 1.70 1.00 89
0.00 0.00 (0.10) 19.71 42.40 373,490 1.70 0.70 83
$ 0.00 $ 0.00 $ (1.37) $ 24.00 25.71% $ 57,164 1.11% 0.07% 66%
0.00 0.00 0.00 20.24 11.58 12,184 1.11* 0.17* 82
0.00 0.00 (1.33) 23.77 24.76 84,535 1.86 (0.68) 66
0.00 0.00 0.00 20.17 11.19 28,259 1.85* (0.58)* 82
0.00 0.00 (1.33) 23.77 24.70 140,438 1.86 (0.68) 66
0.00 0.00 0.00 20.18 11.25 53,686 1.86* (0.58)* 82
</TABLE>
April , 1999 Prospectus 11
<PAGE>
Financial Highlights (continued)
<TABLE>
<CAPTION>
Selected Per Share Data Net Realized/ Dividends Dividends in Distributions
for the Period Ended: Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Target Fund
Class A
06/30/98 $ 16.82 $(0.08)(a) $ 4.06 (a) $ 3.98 $ 0.00 $ 0.00 $ (4.45)
10/01/96-
06/30/97 17.11 (0.04)(a) 1.82 (a) 1.78 0.00 0.00 (2.07)
09/30/96 16.40 (0.05) 2.54 2.49 0.00 0.00 (1.78)
09/30/95 13.13 (0.02) 3.45 3.43 0.00 0.00 (0.16)
09/30/94 12.72 (0.04) 0.57 0.53 0.00 0.00 (0.12)
12/17/92-
09/30/93 10.00 (0.02) 2.74 2.72 0.00 0.00 0.00
Class B
06/30/98 16.14 (0.19)(a) 3.84 (a) 3.65 0.00 0.00 (4.45)
10/01/96-
06/30/97 16.58 (0.12)(a) 1.75 (a) 1.63 0.00 0.00 (2.07)
09/30/96 16.06 (0.09) 2.39 2.30 0.00 0.00 (1.78)
05/22/95-
09/30/95 13.93 (0.05) 2.18 2.13 0.00 0.00 0.00
Class C
06/30/98 16.13 (0.19)(a) 3.85 (a) 3.66 0.00 0.00 (4.45)
10/01/96-
06/30/97 16.58 (0.12)(a) 1.74 (a) 1.62 0.00 0.00 (2.07)
09/30/96 16.05 (0.16) 2.47 2.31 0.00 0.00 (1.78)
09/30/95 12.95 (0.12) 3.38 3.26 0.00 0.00 (0.16)
09/30/94 12.65 (0.14) 0.56 0.42 0.00 0.00 (0.12)
12/17/92-
9/30/93 10.00 (0.09) 2.74 2.65 0.00 0.00 0.00
Small-Cap
Value Fund
Class A
06/30/98 $ 15.75 $ 0.23 (a) $ 2.49 (a) $ 2.72 $ (0.13) $ 0.00 $ (0.76)
01/20/97-
06/30/97 14.02 0.10 1.63 1.73 0.00 0.00 0.00
Class B
06/30/98 15.71 0.09 (a) 2.48 (a) 2.57 (0.09) 0.00 (0.76)
01/20/97-
06/30/97 14.02 0.08 1.61 1.69 0.00 0.00 0.00
Class C
06/30/98 15.71 0.09 (a) 2.49 (a) 2.58 (0.09) 0.00 (0.76)
01/20/97-
06/30/97 14.02 0.08 1.61 1.69 0.00 0.00 0.00
Opportunity
Fund
Class A
06/30/98 $ 29.35 $(0.27)(a) $ 4.19 (a) $ 3.92 $ 0.00 $ 0.00 $ (1.94)
10/01/96-
06/30/97 37.36 0.00 (3.10) (3.10) 0.00 0.00 (4.91)
09/30/96 39.08 (0.11) 6.12 6.01 0.00 0.00 (7.73)
09/30/95 28.87 (0.11) 11.19 11.08 0.00 0.00 (0.87)
09/30/94 33.43 (0.17) (2.02) (2.19) 0.00 0.00 (2.26)
09/30/93 19.84 (0.15) 14.00 13.85 0.00 0.00 (0.26)
09/30/92 17.95 (0.04) 3.61 3.57 0.00 0.00 (1.68)
12/17/90-
09/30/91 11.78 (0.03) 6.20 6.17 0.00 0.00 0.00
Class C
06/30/98 27.38 (0.46)(a) 3.88 (a) 3.42 0.00 0.00 (1.94)
10/01/96-
06/30/97 35.38 (0.04) (3.05) (3.09) 0.00 0.00 (4.91)
09/30/96 37.64 (0.35) 5.82 5.47 0.00 0.00 (7.73)
09/30/95 28.04 (0.34) 10.81 10.47 0.00 0.00 (0.87)
09/30/94 32.77 (0.38) (1.98) (2.36) 0.00 0.00 (2.26)
09/30/93 19.60 (0.34) 13.77 13.43 0.00 0.00 (0.26)
09/30/92 17.87 (0.18) 3.59 3.41 0.00 0.00 (1.68)
09/30/91 11.93 (0.11) 6.42 6.31 0.00 0.00 (0.37)
09/30/90 15.78 (0.01) (2.13) (2.14) 0.00 0.00 (1.71)
09/30/89 11.84 (0.03) 3.97 3.94 0.00 0.00 0.00
<CAPTION>
Selected Per Share Data Distributions
for the Period Ended: in Excess of
Net Realized
Capital Gains
-------------
<S> <C>
Target Fund
Class A
06/30/98 $ 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
12/17/92-
09/30/93 0.00
Class B
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
05/22/95-
09/30/95 0.00
Class C
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
12/17/92-
9/30/93 0.00
Small-Cap
Value Fund
Class A
06/30/98 $ 0.00
01/20/97-
06/30/97 0.00
Class B
06/30/98 0.00
01/20/97-
06/30/97 0.00
Class C
06/30/98 0.00
01/20/97-
06/30/97 0.00
Opportunity
Fund
Class A
06/30/98 $ 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
12/17/90-
09/30/91 0.00
Class C
06/30/98 0.00
10/01/96-
06/30/97 0.00
09/30/96 0.00
09/30/95 0.00
09/30/94 0.00
09/30/93 0.00
09/30/92 0.00
09/30/91 0.00
09/30/90 0.00
09/30/89 0.00
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
12 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distributions Tax Basis Net Asset Expenses to Income (Loss) to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------- --------- ------------- ------------ ------------ ---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ (4.45) $ 16.35 27.49 % $157,277 1.22% (0.49)% 226%
0.00 0.00 (2.07) 16.82 11.19 150,689 1.20* (0.31)* 145
0.00 0.00 (1.78) 17.11 16.50 156,027 1.18 (0.34) 141
0.00 0.00 (0.16) 16.40 26.50 121,915 1.20 (0.10) 128
0.00 0.00 (0.12) 13.13 4.20 90,527 1.20 (0.30) 104
0.00 0.00 0.00 12.72 27.20 48,787 1.30* (0.30)* 76
0.00 0.00 (4.45) 15.34 26.45 76,194 1.96 (1.24) 226
0.00 0.00 (2.07) 16.14 10.58 67,531 1.94* (1.05)* 145
0.00 0.00 (1.78) 16.58 15.58 49,851 1.93 (1.09) 141
0.00 0.00 0.00 16.06 15.30 7,554 2.00* (0.90)* 128
0.00 0.00 (4.45) 15.34 26.53 952,728 1.96 (1.24) 226
0.00 0.00 (2.07) 16.13 10.52 969,317 1.94* (1.06)* 145
0.00 0.00 (1.78) 16.58 15.66 974,948 1.93 (1.09) 141
0.00 0.00 (0.16) 16.05 25.60 780,355 2.00 (0.90) 128
0.00 0.00 (0.12) 12.95 3.40 556,043 2.00 (1.10) 104
0.00 0.00 0.00 12.65 26.50 298,238 2.00* (1.00)* 76
$ 0.00 $ 0.00 $ (0.89) $ 17.58 17.33 % $ 75,070 1.25% 1.27% 41%
0.00 0.00 0.00 15.75 12.34 6,563 1.30* 1.94* 48
0.00 0.00 (0.85) 17.43 16.40 110,833 2.00 0.53 41
0.00 0.00 0.00 15.71 12.05 11,077 2.04* 1.23* 48
0.00 0.00 (0.85) 17.44 16.42 130,466 2.00 0.52 41
0.00 0.00 0.00 15.71 12.05 20,637 2.05* 1.13* 48
$ 0.00 $ 0.00 $ (1.94) $ 31.33 13.87 % $200,935 1.31% (0.88)% 86%
0.00 0.00 (4.91) 29.35 (8.87) 213,484 1.25* (0.12)* 69
0.00 0.00 (7.73) 37.36 18.35 134,859 1.13 (0.32) 91
0.00 0.00 (0.87) 39.08 39.70 120,830 1.20 (0.40) 102
0.00 (0.11) (2.37) 28.87 (6.70) 95,261 1.10 (0.60) 78
0.00 0.00 (0.26) 33.43 70.40 106,666 1.20 (0.60) 105
0.00 0.00 (1.68) 19.84 21.60 22,454 1.30 (0.20) 94
0.00 0.00 0.00 17.95 70.90 1,623 1.40* (0.50)* 145
0.00 0.00 (1.94) 28.86 13.01 500,011 2.06 (1.63) 86
0.00 0.00 (4.91) 27.38 (9.40) 629,446 1.97* (0.95)* 69
0.00 0.00 (7.73) 35.38 17.47 800,250 1.88 (1.07) 91
0.00 0.00 (0.87) 37.64 38.60 715,191 1.90 (1.10) 102
0.00 (0.11) (2.37) 28.04 (7.40) 553,460 1.90 (1.40) 78
0.00 0.00 (0.26) 32.77 69.10 618,193 2.00 (1.30) 105
0.00 0.00 (1.68) 19.60 20.80 179,081 2.00 (1.00) 94
0.00 0.00 (0.37) 17.87 54.40 58,656 2.00 (0.80) 145
0.00 0.00 (1.71) 11.93 (14.80) 33,472 1.90 (0.10) 106
0.00 0.00 0.00 15.78 33.30 51,680 1.90 (0.20) 153
</TABLE>
April , 1999 Prospectus 13
<PAGE>
Financial Highlights (continued)
<TABLE>
<CAPTION>
Net Realized/ Dividends Dividends in Distributions
Selected Per Share Data Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
for the Period Ended: Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
International
Fund (ii)
Class A
06/30/98 $ 14.26 $ 0.06 (a) $ 1.13 (a) $ 1.19 $ 0.00 $ 0.00 $ (0.82)
10/01/96-
06/30/97 13.03 0.29 1.33 1.62 0.00 0.00 (0.39)
9/30/96 12.19 0.07 0.77 0.84 0.00 0.00 0.00
9/30/95 12.92 0.07 (0.56) (0.49) 0.00 0.00 (0.24)
9/30/94 12.17 0.04 0.94 0.98 0.00 0.00 (0.23)
9/30/93 10.04 0.07 2.80 2.87 0.00 0.00 (0.74)
9/30/92 10.54 0.05 (0.37) (0.32) 0.00 0.00 (0.18)
2/1/91-9/30/91 9.48 0.02 1.04 1.06 0.00 0.00 0.00
Class B
06/30/98 13.56 (0.05)(a) 1.07 (a) 1.02 0.00 0.00 (0.82)
10/01/96-
06/30/97 12.48 0.16 1.31 1.47 0.00 0.00 (0.39)
9/30/96 11.75 0.00 (a) 0.73 (a) 0.73 0.00 0.00 0.00
5/22/95-
9/30/95 11.30 0.00 0.45 0.45 0.00 0.00 0.00
Class C
06/30/98 13.55 (0.06)(a) 1.08 (a) 1.02 0.00 0.00 (0.82)
10/01/96-
06/30/97 12.47 0.18 1.29 1.47 0.00 0.00 (0.39)
9/30/96 11.75 (0.05) 0.77 0.72 0.00 0.00 0.00
9/30/95 12.56 (0.02) (0.55) (0.57) 0.00 0.00 (0.24)
9/30/94 11.92 (0.06) 0.93 0.87 0.00 0.00 (0.23)
9/30/93 9.92 (0.01) 2.75 2.74 0.00 0.00 (0.74)
9/30/92 10.49 (0.06) (0.33) (0.39) 0.00 0.00 (0.18)
9/30/91 10.04 (0.08) 1.76 1.68 0.00 0.00 (1.23)
9/30/90 13.33 (0.10) (2.02) (2.12) 0.00 0.00 (1.17)
9/30/89 10.07 (0.18) 3.44 3.26 0.00 0.00 0.00
Innovation Fund
Class A
06/30/98 $ 17.43 $(0.19)(a) $ 8.21 (a) $ 8.02 $ 0.00 $ 0.00 $ (0.99)
10/01/96-
06/30/97 17.26 0.07 0.36 0.43 0.00 0.00 (0.26)
9/30/96 14.74 (0.07) 2.94 2.87 0.00 0.00 (0.35)
12/22/94-
9/30/95 10.00 (0.06)(b) 4.80 4.74 0.00 0.00 0.00
Class B
06/30/98 17.10 (0.33)(a) 8.00 (a) 7.67 0.00 0.00 (0.99)
10/01/96-
06/30/97 17.04 (0.03) 0.35 0.32 0.00 0.00 (0.26)
9/30/96 14.66 (0.11) 2.84 2.73 0.00 0.00 (0.35)
5/22/95-
9/30/95 11.81 (0.08) 2.93 2.85 0.00 0.00 0.00
Class C
06/30/98 17.09 (0.33)(a) 8.00 (a) 7.67 0.00 0.00 (0.99)
10/01/96-
06/30/97 17.04 (0.02) 0.33 0.31 0.00 0.00 (0.26)
9/30/96 14.65 (0.15) 2.89 2.74 0.00 0.00 (0.35)
12/22/94-
9/30/95 10.00 (0.13)(b) 4.78 4.65 0.00 0.00 0.00
<CAPTION>
Selected Per Share Data Distributions
for the Period Ended: in Excess of
Net Realized
Capital Gains
-------------
<S> <C>
International
Fund (ii)
Class A
06/30/98 $ (0.30)
10/01/96-
06/30/97 0.00
9/30/96 0.00
9/30/95 0.00
9/30/94 0.00
9/30/93 0.00
9/30/92 0.00
2/1/91-9/30/91 0.00
Class B
06/30/98 (0.30)
10/01/96-
06/30/97 0.00
9/30/96 0.00
5/22/95-
9/30/95 0.00
Class C
06/30/98 (0.30)
10/01/96-
06/30/97 0.00
9/30/96 0.00
9/30/95 0.00
9/30/94 0.00
9/30/93 0.00
9/30/92 0.00
9/30/91 0.00
9/30/90 0.00
9/30/89 0.00
Innovation Fund
Class A
06/30/98 $ (0.18)
10/01/96-
06/30/97 0.00
9/30/96 0.00
12/22/94-
9/30/95 0.00
Class B
06/30/98 (0.18)
10/01/96-
06/30/97 0.00
9/30/96 0.00
5/22/95-
9/30/95 0.00
Class C
06/30/98 (0.18)
10/01/96-
06/30/97 0.00
9/30/96 0.00
12/22/94-
9/30/95 0.00
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
(b) Reflecting voluntary waiver of investment advisory fee of $4,666 (0.00
per share) by the Adviser.
(ii) The information provided for the International Fund reflects results of
operations under the Fund's former investment objective and policies
through August 31, 1992; such results would not necessarily have been
achieved had the Fund's current objective and policies then been in
effect. On November 15, 1994, Blairlogie became the Portfolio Manager of
the Fund.
14 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distributions Tax Basis Net Asset Expenses to Income (Loss) to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------- --------- ------------- ------------ ------------ ---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ (1.12) $ 14.33 9.95 % $ 12,510 1.48% 0.41% 60%
0.00 0.00 (0.39) 14.26 12.82 18,287 1.51* 0.58* 59
0.00 0.00 0.00 13.03 6.89 20,056 1.41 0.49 110
0.00 0.00 (0.24) 12.19 (3.70) 17,951 1.50 0.60 170
0.00 0.00 (0.23) 12.92 8.20 23,289 1.40 0.30 55
0.00 0.00 (0.74) 12.17 30.40 11,992 1.40 0.60 68
0.00 0.00 (0.18) 10.04 (3.10) 471 1.90 0.50 160
0.00 0.00 0.00 10.54 17.30 22 1.90* 0.70* 107
0.00 0.00 (1.12) 13.46 9.17 8,956 2.22 (0.37) 60
0.00 0.00 (0.39) 13.56 12.17 8,676 2.26* 0.18* 59
0.00 0.00 0.00 12.48 6.21 5,893 2.16 (0.26) 110
0.00 0.00 0.00 11.75 4.00 503 2.30* (0.10)* 170
0.00 0.00 (1.12) 13.45 9.18 132,986 2.22 (0.43) 60
0.00 0.00 (0.39) 13.55 12.18 168,446 2.25* (0.25)* 59
0.00 0.00 0.00 12.47 6.13 203,544 2.16 (0.26) 110
0.00 0.00 (0.24) 11.75 (4.50) 215,349 2.20 (0.20) 170
0.00 0.00 (0.23) 12.56 7.40 294,492 2.20 (0.50) 55
0.00 0.00 (0.74) 11.92 29.40 147,194 2.20 (0.10) 68
0.00 0.00 (0.18) 9.92 (3.80) 28,299 2.60 (0.60) 160
0.00 0.00 (1.23) 10.49 18.30 33,594 2.60 (0.20) 107
0.00 0.00 (1.17) 10.04 (17.40) 36,282 2.30 (0.30) 93
0.00 0.00 0.00 13.33 32.40 56,150 2.30 (0.70) 84
$ 0.00 $ 0.00 $ (1.17) $ 24.28 48.10 % $ 85,800 1.31% (0.94)% 100%
0.00 0.00 (0.26) 17.43 2.41 56,215 1.28* (0.68)* 80
0.00 0.00 (0.35) 17.26 19.86 50,067 1.31 (0.61) 123
0.00 0.00 0.00 14.74 47.40 28,239 1.40* (0.60)* 86
0.00 0.00 (1.17) 23.60 46.95 81,130 2.06 (1.69) 100
0.00 0.00 (0.26) 17.10 1.79 51,472 2.03* (1.43)* 80
0.00 0.00 (0.35) 17.04 18.99 33,778 2.06 (1.36) 123
0.00 0.00 0.00 14.66 24.10 6,509 2.30* (1.70)* 86
0.00 0.00 (1.17) 23.59 46.97 219,258 2.06 (1.69) 100
0.00 0.00 (0.26) 17.09 1.73 162,889 2.03* (1.43)* 80
0.00 0.00 (0.35) 17.04 19.08 137,752 2.06 (1.36) 123
0.00 0.00 0.00 14.65 46.50 63,952 2.20* (1.40)* 86
</TABLE>
April , 1999 Prospectus 15
<PAGE>
Financial Highlights (continued)
<TABLE>
<CAPTION>
Net Realized/ Dividends Dividends in Distributions
Selected Per Share Data: Net Asset Value Net Unrealized Total Income From Net Excess of Net From Net
for the Period Ended: Beginning Investment Gain (Loss) on From Investment Investment Investment Realized Capital
of Period Income (Loss) Investments Operations Income Income Gains
--------------- ------------- -------------- --------------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Precious Met-
als Fund
(iii)
Class A
06/30/98 $ 8.83 $ 0.04 (a) $(3.54)(a) $ (3.50) $ 0.00 $ 0.00 $ 0.00
10/01/96-
06/30/97 12.12 0.17 (3.29) (3.12) 0.00 0.00 0.00
9/30/96 12.33 0.03 (0.24) (0.21) 0.00 0.00 0.00
9/30/95 14.14 0.07 (1.88) (1.81) 0.00 0.00 0.00
9/30/94 10.32 0.08 3.74 3.82 0.00 0.00 0.00
9/30/93 7.54 0.06 2.72 2.78 0.00 0.00 0.00
9/30/92 7.51 (0.01) 0.04 0.03 0.00 0.00 0.00
2/1/91-
9/30/91 7.19 (0.07) 0.39 0.32 0.00 0.00 0.00
Class B
06/30/98 8.42 (0.01)(a) (3.40)(a) (3.41) 0.00 0.00 0.00
10/01/96-
06/30/97 11.62 0.00 (3.03) (3.03) 0.00 0.00 0.00
9/30/96 11.90 (0.03) (0.25) (0.28) 0.00 0.00 0.00
6/15/95-
9/30/95 11.61 (0.01) 0.30 0.29 0.00 0.00 0.00
Class C
06/30/98 8.43 0.00 (a) (3.43)(a) (3.43) 0.00 0.00 0.00
10/01/96-
06/30/97 11.62 (0.03) (2.99) (3.02) 0.00 0.00 0.00
9/30/96 11.90 (0.07) (0.21) (0.28) 0.00 0.00 0.00
9/30/95 13.75 (0.02) (1.83) (1.85) 0.00 0.00 0.00
9/30/94 10.11 (0.02) 3.66 3.64 0.00 0.00 0.00
9/30/93 7.44 (0.02) 2.69 2.67 0.00 0.00 0.00
9/30/92 7.46 (0.06) 0.04 (0.02) 0.00 0.00 0.00
9/30/91 9.40 (0.05) (1.89) (1.94) 0.00 0.00 0.00
9/30/90 9.86 (0.05) (0.41) (0.46) 0.00 0.00 0.00
10/10/88-
9/30/89 10.00 (0.05) (0.08) (0.13) (0.01) 0.00 0.00
<CAPTION>
Selected Per Share Data Distributions
for the Period Ended: in Excess of
Net Realized
Capital Gains
-------------
<S> <C>
Precious Met-
als Fund
(iii)
Class A
06/30/98 $ 0.00
10/01/96-
06/30/97 (0.17)
9/30/96 0.00
9/30/95 0.00
9/30/94 0.00
9/30/93 0.00
9/30/92 0.00
2/1/91-
9/30/91 0.00
Class B
06/30/98 0.00
10/01/96-
06/30/97 (0.17)
9/30/96 0.00
6/15/95-
9/30/95 0.00
Class C
06/30/98 0.00
10/01/96-
06/30/97 (0.17)
9/30/96 0.00
9/30/95 0.00
9/30/94 0.00
9/30/93 0.00
9/30/92 0.00
9/30/91 0.00
9/30/90 0.00
10/10/88-
9/30/89 0.00
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
(b) Ratio of expenses to average net assets excluding overdraft expense is
1.26%.
(c) Ratio of expenses to average net assets excluding overdraft expense is
2.06%.
(d) Ratio of expenses to average net assets excluding overdraft expense is
2.06%.
(iii) The information provided for the Precious Metals Fund reflects results
of operations under the Fund's former investment objective and policies
through November 14, 1994; such results would not necessarily have been
achieved had the Fund's current objective and policies then been in
effect.
16 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Ratio of Net
Ratio of Investment
Distributions Tax Basis Net Asset Expenses to Income to
from Return of Total Value End of Net Assets End Average Net Average Net Portfolio
Equalization Capital Distributions Period Total Return of Period (000s) Assets Assets Turnover Rate
- ------------- --------- ------------- ------------ ------------ ---------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00 $ 0.00 $ 5.33 (39.64)% $ 4,709 1.31%(b) 0.70% 56%
0.00 0.00 (0.17) 8.83 (26.05) 4,016 1.37* 0.33* 46
0.00 0.00 0.00 12.12 (1.70) 6,245 1.32 0.19 35
0.00 0.00 0.00 12.33 (12.80) 7,670 1.40 0.60 9
0.00 0.00 0.00 14.14 37.00 11,229 1.30 0.60 11
0.00 0.00 0.00 10.32 36.90 3,425 1.40 0.60 10
0.00 0.00 0.00 7.54 0.40 668 1.90 (0.10) 30
0.00 0.00 0.00 7.51 6.80 514 2.10* (1.40)* 19
0.00 0.00 0.00 5.01 (40.50) 3,889 2.11(c) (0.07) 56
0.00 0.00 (0.17) 8.42 (26.40) 4,248 2.13* (0.33)* 46
0.00 0.00 0.00 11.62 (2.35) 2,218 2.07 (0.56) 35
0.00 0.00 0.00 11.90 2.50 251 2.20* (0.20)* 9
0.00 0.00 0.00 5.00 (40.69) 16,943 2.11(d) (0.07) 56
0.00 0.00 (0.17) 8.43 (26.31) 25,113 2.15* (0.41)* 46
0.00 0.00 0.00 11.62 (2.35) 37,609 2.07 (0.56) 35
0.00 0.00 0.00 11.90 (13.50) 42,341 2.20 (0.20) 9
0.00 0.00 0.00 13.75 36.00 62,825 2.10 (0.20) 11
0.00 0.00 0.00 10.11 35.90 23,884 2.20 (0.20) 10
0.00 0.00 0.00 7.44 (0.30) 6,633 2.60 (0.80) 30
0.00 0.00 0.00 7.46 (20.60) 6,995 2.40 (0.80) 19
0.00 0.00 0.00 9.40 (4.70) 9,918 2.40 (0.80) 23
0.00 0.00 (0.01) 9.86 (1.30) 6,630 2.50 (0.60) 9
</TABLE>
April , 1999 Prospectus 17
<PAGE>
Investment Objectives and Policies
The investment objective and general investment policies of each
Fund are described below. There can be no assurance that the
investment objective of any Fund will be achieved. Because the mar-
ket value of each Fund's investments will change, the net asset
value per share of each Fund will also vary. Specific portfolio
securities eligible for purchase by the Funds, investment
techniques that may be used by the Funds, and the risks associated
with these securities and techniques are described more fully under
"Characteristics and Risks of Securities and Investment Tech-
niques" in this Prospectus and "Investment Objectives and Policies"
in the Statement of Additional Information. For information on
other investment policies of the Equity Income, Value, Renaissance,
Tax-Efficient Equity, Capital Appreciation, Growth, Value 25, Mid-
Cap Growth, Target, Small-Cap Value, Opportunity, International,
Innovation and Precious Metals Funds (together, the "Stock Funds"),
see "Investment Objectives and Policies--Stock Funds" below. This
information is also relevant to an investment in the Balanced Fund
because the Common Stock Segment (as described below) of that Fund
is managed in accordance with the investment policies of the Value
and Capital Appreciation Funds. For information regarding the
average portfolio duration of the Fixed Income Securities Segment
(as described below) of the Balanced Fund, see "Balanced Fund--
Duration" below.
Fund Balanced Fund seeks total return consistent with prudent invest-
Descrip- ment management. The Fund attempts to achieve this objective
tions through a management policy of investing in the following asset
classes: common stock, fixed income securities, and money market
instruments. The proportion of the Fund's total assets allocated
among common stocks, fixed income securities, and money market in-
struments will vary from time to time and will be determined by
the Adviser. In determining the allocation of the Fund's assets
among the three asset classes, the Adviser will employ asset allo-
cation principles which take into account certain economic fac-
tors, market conditions, and the expected relative total return
and risk of the various asset classes. Under normal circumstances,
it is anticipated that the Fund will generally maintain a balance
among the types of securities in which it invests. Thus, the Fund
will normally maintain 40% to 65% of its assets in common stock,
at least 25% of its assets in fixed income securities, and less
than 10% of its assets in money market instruments. However, in no
event would the Fund invest in any common stock if, at the time of
investment, more than 80% of the Fund's assets would be invested
in common stock; in no event would the Fund invest in a fixed in-
come security (other than a short-term instrument) if, at the time
of investment, more than 80% of the Fund's assets would be in-
vested in fixed income securities; nor would the Fund invest in a
money market instrument if, at the time of investment, more than
60% of its assets would be invested in money market instruments.
In managing the Fund, the Adviser uses a specialist approach
and has engaged three of the Trust's Portfolio Managers to manage
certain portions of the Fund's assets. The portion of the assets
of the Fund allocated by the Adviser for investment in common
stock (the "Common Stock Segment") will be further allocated by
the Adviser for investment by NFJ and Cadence. The portion of the
Common Stock Segment allocated to NFJ will be managed in accor-
dance with the investment policies of the Value Fund; the portion
allocated to Cadence will be managed in accordance with the in-
vestment policies of the Capital Appreciation Fund. Allocations of
the Common Stock Segment to NFJ and Cadence will vary from time to
time as determined by the Adviser.
The portion of the assets of the Fund allocated by the Adviser for
investment in fixed income securities (the "Fixed Income Securities
Segment") will be managed by Pacific Investment Management. The
Fund may invest the Fixed Income Securities Segment in the
following types of securities: securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities; corporate
debt securities, including convertible securities and corporate
commercial paper; mortgage-related and other asset-backed
securities; inflation-indexed bonds issued by both governments and
cor-porations; structured notes, including hybrid or "indexed"
securities, catastrophe bonds and loan participations; delayed
funding loans and revolving credit facilities; bank certificates of
deposit, fixed time deposits and bankers' acceptances; repurchase
agreements and reverse repurchase agreements; obligations of
foreign governments or their subdivisions, agencies and
instrumental-ities; and obligations of international agencies or
supranational entities. Fixed income securities may have fixed,
variable, or floating rates of interest.
18 PIMCO Funds: Multi-Manager Series
<PAGE>
The Fund invests the Fixed Income Securities Segment in fixed
income securities of varying maturities. Portfolio holdings will be
concentrated in areas of the bond market (based on quality, sector,
coupon or maturity) that Pacific Investment Management believes to
be relatively undervalued. Fixed income securities in which the
Fund may invest will, at the time of investment, be rated Baa or
better by Moody's Investors Service, Inc. ("Moody's"), BBB or
better by Standard & Poor's Ratings Services ("S&P") or, if not
rated by Moody's or S&P, will be of comparable quality as
determined by Pacific Investment Management, except that up to 10%
of the Fixed Income Securities Segment may be invested in lower
rated securities that are rated B or higher by Moody's or S&P or,
if not rated by Moody's or S&P, determined by Pacific Investment
Management to be of comparable quality. High yield fixed income
securities rated lower than Baa by Moody's or BBB by S&P, or of
equivalent quality, are not considered to be investment grade, and
are commonly referred to as "junk bonds." Se-curities rated below
investment grade and comparable unrated securities are subject to
greater risks than higher quality fixed in-come securities. See
"Characteristics and Risks of Securities and Investment Techniques--
Risks of High Yield Securities ("Junk Bonds")." The Fund also may
invest up to 20% of the Fixed Income Securities Segment in
securities denominated in foreign currencies, and may invest beyond
this limit in U.S. dollar-denominated securities of foreign
issuers. Investing in securities denominated in foreign currencies
and securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S.
securities. For a discussion of such risks, see "Characteristics
and Risks of Securities and Investment Techniques--Foreign
Securities."
Each Portfolio Manager generally invests a portion of its
allocation in liquid securities to facilitate redemptions. In addi-
tion, PIMCO Advisors reserves the right to allocate a portion of
the Fund's assets (the "Money Market Segment") for investment in
money market instruments and reserves the right to manage the
investment of such assets. Because of the Fund's flexible
investment policy, portfolio turnover may be greater than for a
fund that does not allocate assets among various types of
securities. See "Characteristics and Risks of Securities and
Investment Techniques--Portfolio Turnover."
The Fund may engage in the purchase and writing of put and call
options on debt securities and securities indexes and may also
purchase or sell interest rate futures contracts, stock index
futures contracts, and options thereon. The Fund also may enter
into swap agreements with respect to foreign currencies, interest
rates, and securities indexes. With respect to securities of the
Fixed Income Securities Segment denominated in foreign currencies,
the Fund may engage in foreign currency exchange transactions by
means of buying or selling foreign currencies on a spot basis, en-
tering into forward foreign currency contracts, and buying and
selling foreign currency options, foreign currency futures, and
options on foreign currency futures. Foreign currency exchange
transactions may be entered into for the purpose of hedging
against foreign currency exchange risk arising from the Fund's in-
vestment or anticipated investment in securities denominated in
foreign currencies and for purposes of increasing exposure to a
particular foreign currency or to shift exposure to foreign cur-
rency fluctuations from one country to another.
Duration. Under normal circumstances, the average portfolio
duration of the Fixed Income Securities Segment of the Balanced
Fund will vary within a three- to six-year time frame based on the
Portfolio Manager's forecast for interest rates. Duration is a
measure of the expected life of a fixed income security that was
developed as a more precise alternative to the concept of "term to
maturity." Traditionally, a fixed income security's "term to
maturity" has been used as proxy for the sensitivity of the
security's price to changes in interest rates (which is the
"interest rate risk" or "volatility" of the security). However,
"term to maturity" measures only the time until a fixed income
security provides its final payment, taking no account of the
pattern of the security's payments prior to maturity. In contrast,
duration incorporates a bond's yield, coupon interest payments,
final maturity and call features into one measure of the average
life of a fixed income security on a present value basis. Duration
management is one of the fundamental tools used by the Portfolio
Manager for the Fixed Income Securities Segment of the Balanced
Fund. For more information on investments in fixed income
securities, see "Characteristics and Risks of Securities and
Investment Techniques" in this Prospectus and "Investment
Objectives and Policies" in the Statement of Additional
Information.
April , 1999 Prospectus 19
<PAGE>
Equity Income Fund seeks current income as a primary investment
objective, and long-term growth of capital as a secondary objec-
tive. The Fund invests primarily in common stocks characterized by
having below-average price to earnings ("P/E") ratios and higher
dividend yields relative to their industry groups. In selecting
securities, the Portfolio Manager classifies a universe of approx-
imately 2,000 stocks by industry, each of which has a minimum mar-
ket capitalization of $200 million at the time of investment. The
universe is then screened to find the lowest P/E ratios in each
industry, subject to application of quality and price momentum
screens. From this group, approximately 25 stocks with the highest
yields are chosen for the Fund. The universe is then rescreened to
find the highest yielding stock in each industry, subject to ap-
plication of quality and price momentum screens. From this group,
approximately 25 stocks with the lowest P/E ratios are added to
the Fund. Although quarterly rebalancing is a general rule, re-
placements are made whenever an alternative stock within the same
industry has a significantly lower P/E ratio or higher dividend
yield than the current Fund holding. The Portfolio Manager for the
Equity Income Fund is NFJ.
Value Fund seeks long-term growth of capital and income. The Fund
invests primarily in common stocks characterized by having below-
average P/E ratios relative to their industry groups. In selecting
securities, the Portfolio Manager classifies a universe of approx-
imately 2,000 stocks by industry, each of which has a minimum mar-
ket capitalization of $200 million at the time of investment. The
universe is then screened to find the stocks with the lowest P/E
ratios in each industry, subject to application of quality and
price momentum screens. The stocks in each industry with the low-
est P/E ratios that pass the quality and price momentum screens
are then selected for the Fund. The Fund usually invests in ap-
proximately 50 stocks, although the Fund may reduce its holdings
below this number (normally not below 30 stocks) if the Portfolio
Manager believes that this would help the Fund to achieve its in-
vestment objective. Although quarterly rebalancing is a general
rule, replacements are made whenever an alternative stock within
the same industry has a significantly lower P/E ratio than the
current Fund holdings. The Portfolio Manager for the Value Fund is
NFJ.
Renaissance Fund seeks long-term growth of capital and income. The
Fund invests primarily in common stocks having below-average valu-
ations whose issuers are experiencing improvements in their busi-
ness fundamentals. Relative valuation is determined using a multi-
factor approach that examines characteristics such as price to
book, price to earnings and price to cash flow ratios. Stocks
which pass the valuation screen are further analyzed to identify
the key drivers of financial results and catalysts for change
which indicate that a company may demonstrate improving fundamen-
tals in the future. Stocks which appear likely to exceed consensus
expectations are candidates for addition to the Fund's portfolio.
Stocks are sold from the Fund's portfolio when the Portfolio Man-
ager believes that their ability to exceed investor expectations
has diminished or when their valuations have become excessive.
The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not includ-
ing Eurodollar certificates of deposit), which will not exceed 15%
of the Fund's assets at the time of investment. Investing in the
securities of foreign issuers involves special risks and consider-
ations not typically associated with investing in U.S. securities.
For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The
Fund may also purchase and write call and put options on securi-
ties and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and
enter into forward foreign currency contracts. The Portfolio Man-
ager for the Renaissance Fund is Columbus Circle.
Tax-Efficient Equity Fund seeks maximum after-tax growth of capi-
tal. The Fund attempts to provide a total return which exceeds the
return of the Standard & Poor's 500 Composite Stock Price Index
(the "S&P 500"). In addition, 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 by using the strategies described be-
low. Notwithstanding these strategies, the Fund may have taxable
investment income and may realize taxable gains from time to time.
20 PIMCO Funds: Multi-Manager Series
<PAGE>
The Fund invests primarily in a broadly diversified portfolio
of at least 200 common stocks. Normally, at least 95% of the
Fund's assets will be invested in stocks represented in the S&P
500 and the Fund's portfolio is designed to have certain charac-
teristics that are similar to those of the index. These character-
istics include such measures as dividend yield, P/E ratio, rela-
tive volatility, economic sector exposure, return on equity and
market price-to-book value ratio. However, the Portfolio Manager
attempts to construct a portfolio that produces a higher total re-
turn than the S&P 500 by using the quantitative security selection
techniques described below. Of course, there can be no assurance
that the Fund's investment performance will equal or exceed that
of the S&P 500.
In selecting specific securities, the Portfolio Manager uses a
proprietary quantitative model that ranks companies based on long-
term (5-10 years) price appreciation potential through analysis of
such factors as growth of sustainable earnings and dividend behav-
ior. Securities in the top 50% of the model's ranking are consid-
ered for purchase. The Portfolio Manager's sell discipline incor-
porates a focus on reducing the realization of capital gains. Each
sell candidate is evaluated based on its cost, current market val-
ue, and anticipated benefit of replacement. Securities in the bot-
tom 20% of the model's ranking are considered for sale. The Fund
may engage in the purchase and writing of options on securities
indexes and may also invest in stock index futures contracts and
options thereon.
The Portfolio Manager utilizes a range of active tax management
techniques to minimize taxable distributions, including: low port-
folio turnover; emphasis towards low-dividend, growth-oriented
companies; tax lot accounting (identification of specific shares
of securities being sold that have the lowest tax cost); and regu-
lar rebalancing to capture available tax credits. 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). The Fund
intends to notify each shareholder as to that portion of his or
her capital gain dividends which qualifies for a long-term tax
rate of 20% in the hands of the shareholder. Net short-term capi-
tal 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 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 per-
mitted by law, use hedging techniques such as the purchase of put
options, the sale of stock index futures contracts and equity
swaps. By using these techniques rather than selling such securi-
ties, the Fund can reduce its exposure to price declines in the
securities without realizing substantial capital gains. In limited
circumstances, the Fund may follow the practice of distributing
selected appreciated securities to meet redemptions of certain in-
vestors and may, within certain limits, use the selection of secu-
rities distributed to meet such redemptions as a management tool.
By distributing appreciated securities the Fund can reduce its po-
sition in such securities without realizing capital gains. During
periods of net withdrawals by investors, using distributions of
securities could enable the Fund to avoid the forced sale of secu-
rities to raise cash for meeting redemptions.
It is expected that by employing the various tax-efficient man-
agement strategies described above, the Fund can minimize the ex-
tent to which shareholders incur taxes as a result of realized
capital gains. The Fund may nevertheless realize gains and share-
holders will incur tax liability from time to time. The Portfolio
Manager for the Tax-Efficient Equity Fund is Parametric.
Capital Appreciation Fund seeks growth of capital. The Fund in-
vests primarily in common stocks of companies that have improving
fundamentals (such as growth of earnings and dividends) and whose
stock is reasonably valued by the market. Stocks for the Fund are
selected from a universe of the approximately 1,000 largest market
capitalization stocks, all of which are those of companies with
market capitalizations of at least $1 billion at the time of in-
vestment. The Fund usually invests in approximately 60 to 100 com-
mon stocks. Each issue is screened and ranked using five distinct
computerized models, including: (i) a dividend growth screen, (ii)
an equity growth screen, (iii) an earnings growth screen, (iv) an
earnings momentum screen, and (v) an earnings surprise screen. The
Portfolio Manager
April , 1999 Prospectus 21
<PAGE>
believes that the models identify the stocks in the universe ex-
hibiting growth characteristics with reasonable valuations. Stocks
are replaced when they score worse-than-median screen ranks, have
negative earnings surprises, or show poor relative price perfor-
mance. The universe is rescreened frequently to obtain a favorable
composition of growth and value characteristics for the entire
Fund. The Portfolio Manager for the Capital Appreciation Fund is
Cadence.
Growth Fund seeks long-term growth of capital. Income is an inci-
dental consideration. The Fund invests primarily in common stocks
of companies with market capitalizations of at least $5 billion at
the time of investment. The Fund may invest a portion of its as-
sets in securities of foreign issuers traded in foreign securities
markets (not including Eurodollar certificates of deposit), which
will not exceed 15% of the Fund's assets at the time of invest-
ment. Investing in the securities of foreign issuers involves spe-
cial risks and considerations not typically associated with in-
vesting in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Tech-
niques--Foreign Securities." The Fund may also purchase and write
call and put options on securities and securities indexes; enter
into futures contracts and use options on futures contracts; buy
or sell foreign currencies; and enter into forward foreign cur-
rency contracts. The Portfolio Manager for the Growth Fund is the
PIMCO Equity Advisors Division of PIMCO Advisors.
Value 25 Fund seeks long-term growth of capital and income. The
Fund invests primarily in a portfolio of approximately 25 common
stocks of companies with medium market capitalizations and below-
average P/E ratios relative to their industry groups. In selecting
securities, the Portfolio Manager classifies a universe of more
than 2,000 stocks by industry, each of which has a minimum market
capitalization of $200 million. The universe is then screened to
find stocks with the lowest P/E ratios in each industry, subject
to application of quality, earnings momentum and price momentum
screens. Those stocks which pass the screenings and satisfy the
medium-cap size criteria are further analyzed. Fundamental re-
search is performed on the companies determined by such process to
be the most undervalued. Approximately 25 stocks, diversified
across industries, are selected on an equal-weighted basis for the
Fund's portfolio. Although quarterly rebalancing is a general
rule, replacements are made whenever an alternative stock has a
significantly lower P/E ratio than the current Fund holdings. Be-
cause the Fund concentrates on approximately 25 stocks at any one
time (and is not as diversified as many stock funds), it is in-
tended for aggressive investors seeking above-average capital
gains and willing to accept the greater risks associated there-
with. The Portfolio Manager for the Value 25 Fund is NFJ.
Mid-Cap Growth Fund seeks growth of capital. The Fund invests pri-
marily in common stocks of middle capitalization companies that
have improving fundamentals (such as growth of earnings and divi-
dends) and whose stock is reasonably valued by the market. Stocks
for the Fund are selected from a universe of companies with market
capitalizations in excess of $500 million at the time of invest-
ment, excluding the 200 companies with the highest market capital-
ization. The Fund usually invests in approximately 60 to 100 com-
mon stocks. Each issue is screened and ranked using five distinct
computerized models, including: (i) a dividend growth screen, (ii)
an equity growth screen, (iii) an earnings growth screen, (iv) an
earnings momentum screen, and (v) an earnings surprise screen. The
Portfolio Manager believes that the models identify the stocks in
the universe exhibiting growth characteristics with reasonable
valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor rela-
tive price performance. The universe is rescreened frequently to
obtain a favorable composition of growth and value characteristics
for the entire Fund. The Portfolio Manager for the Mid-Cap Growth
Fund is Cadence.
Target Fund seeks capital appreciation. No consideration is given
to income. The Fund invests primarily in common stocks of compa-
nies with market capitalizations of between $1 billion and $10
billion at the time of investment. The
22 PIMCO Funds: Multi-Manager Series
<PAGE>
Fund may invest a portion of its assets in securities of foreign
issuers traded in foreign securities markets (not including Euro-
dollar certificates of deposit), which will not exceed 15% of the
Fund's assets at the time of investment. Investing in the securi-
ties of foreign issuers involves special risks and considerations
not typically associated with investing in U.S. companies. For a
discussion of such risks, see "Characteristics and Risks of Secu-
rities and Investment Techniques--Foreign Securities." The Fund
may also purchase and write call and put options on securities and
securities indexes; enter into futures contracts and use options
on futures contracts; buy or sell foreign currencies; and enter
into forward foreign currency contracts. The Portfolio Manager for
the Target Fund is the PIMCO Equity Advisors Division of PIMCO Ad-
visors.
Small-Cap Value Fund seeks long-term growth of capital and income.
The Fund invests primarily in common stocks of companies with mar-
ket capitalizations between $50 million and $1 billion at the time
of investment. In selecting securities, the Portfolio Manager di-
vides a universe of up to approximately 2,000 stocks into quar-
tiles based upon P/E ratio. The lowest quartile in P/E ratio is
screened for market capitalizations between $50 million and $1
billion, subject to application of quality and price momentum
screens. Approximately 100 stocks with the lowest P/E ratios are
combined in the Fund, subject to limits on the weighting for any
one industry. Although quarterly rebalancing is a general rule,
replacements are made whenever a holding achieves a higher P/E ra-
tio than the S&P 500's P/E ratio or its industry average P/E ra-
tio, or when an alternative stock within the same industry has a
significantly lower P/E ratio than the current Fund holding. The
Fund is intended for aggressive investors seeking above-average
gains and willing to accept the greater risks associated there-
with. The Portfolio Manager for the Small-Cap Value Fund is NFJ.
Opportunity Fund seeks capital appreciation. No consideration is
given to income. [Except to the extent described under "How to Buy
Shares--Restrictions on Sales of and Exchanges for Shares of the
Opportunity Fund," the Fund is closed to new investors.] The Fund
invests primarily in common stocks of companies with market capi-
talizations of less than $2 billion at the time of investment. The
Fund is intended for aggressive investors seeking above-average
gains and willing to accept the greater risks associated there-
with.
The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not includ-
ing Eurodollar certificates of deposit), which will not exceed 15%
of the Fund's assets at the time of investment. Investing in the
securities of foreign issuers involves special risks and consider-
ations not typically associated with investing in U.S. companies.
For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The
Fund may also purchase and write call and put options on securi-
ties and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and
enter into forward foreign currency contracts. The Portfolio Man-
ager for the Opportunity Fund is the PIMCO Equity Advisors Divi-
sion of PIMCO Advisors.
International Fund seeks capital appreciation through investments
in an international portfolio. Income is an incidental considera-
tion. Under normal market conditions, at least 65% of the Fund's
total assets will be invested in common stocks, which may or may
not pay dividends, as well as convertible bonds, convertible pre-
ferred stocks, warrants, rights or other equity securities, for a
combination of capital appreciation and income. Convertible secu-
rities may include securities convertible only by certain classes
of investors (which may not include the Fund). The Fund may not
invest in convertible securities which are of less than investment
grade quality at the time of purchase.
The Fund will normally invest in securities traded in developed
foreign securities markets. Particular consideration is given to
investments principally traded in developed North American (other
than United States), Japanese, European, Pacific and Australian
securities markets, and in securities of foreign issuers traded on
U.S. securities markets. The Fund will also invest in emerging
markets, where markets may not yet fully reflect the potential of
the developing economy. There are no prescribed limits on geo-
graphic asset distribution and the Fund has the authority to in-
vest in securities traded in securities markets of any country in
the world. In allocating the Fund's assets among the
April , 1999 Prospectus 23
<PAGE>
various securities markets of any country of the world, the Port-
folio Manager will consider such factors as the condition and
growth potential of the various economies and securities markets,
currency and taxation considerations and other pertinent finan-
cial, social, national and political factors. Under certain ad-
verse investment conditions, the Fund may restrict the number of
securities markets in which its assets will be invested, although
under normal market circumstances the Fund's investments will in-
clude securities principally traded in at least three different
countries. The Fund will not limit its investments to any particu-
lar type or size of company.
The Fund may invest up to 10% of its assets in securities of
other investment companies, such as closed-end management invest-
ment companies which invest in foreign markets. The Fund may also
purchase and write call and put options on securities, securities
indexes, and on foreign currencies; enter into futures contracts
and use options on futures contracts, including futures contracts
on foreign currencies; buy or sell foreign currencies; and enter
into forward foreign currency contracts. The Fund may utilize
stock index futures contracts and options thereon for hedging pur-
poses and also for investment purposes. For instance, the Fund may
invest in stock index futures contracts and related options as an
alternative to purchasing individual stocks to adjust its exposure
to a particular foreign market. See "Characteristics and Risks of
Securities and Investment Techniques--Derivative Instruments--In-
dex Futures."
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 mar-
kets warrant a defensive investment strategy, the Fund may 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 De-
pository Receipts.
Investing in the securities of foreign issuers, and particu-
larly emerging market issuers, involves special risks and consid-
erations not typically associated with investing in U.S. compa-
nies. For a discussion of such risks, see "Characteristics and
Risks of Securities and Investment Techniques--Foreign Securi-
ties." Currently, the Portfolio Manager for the International Fund
is Blairlogie. [On or about March 31, 1999, it is anticipated that
PIMCO Advisors will sell substantially all of its ownership inter-
est in Blairlogie (the "Blairlogie Transaction"). The consummation
of the Blairlogie Transaction is subject to a number of condi-
tions. Subject to the approval of the shareholders of the Interna-
tional Fund, PIMCO Advisors has determined to continue to retain
Blairlogie as Portfolio Manager of the Fund following the
Blairlogie Transaction. See "Management of the Trust--Portfolio
Managers--Blairlogie."]
Innovation Fund seeks capital appreciation. No consideration is
given to income. The Fund invests primarily (i.e., 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 tech-
nologies. Although the Fund emphasizes the utilization of technol-
ogies, it is not restricted to investment in companies in a par-
ticular business sector or industry.
The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not includ-
ing Eurodollar certificates of deposit), which will not exceed 15%
of the Fund's assets at the time of investment. Investing in the
securities of foreign issuers involves special risks and consider-
ations not typically associated with investing in U.S. companies.
For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The
Fund may also purchase and write call and put options on securi-
ties and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and
enter into forward foreign currency contracts. The Portfolio Man-
ager for the Innovation Fund is the PIMCO Equity Advisors Division
of PIMCO Advisors.
Precious Metals Fund seeks capital appreciation. No consideration
is given to income. The Fund concentrates investments in a global
portfolio of common stocks of companies principally engaged in
precious metals-related activities, which include companies prin-
cipally engaged in the extraction, processing, distribution or
marketing of precious
24 PIMCO Funds: Multi-Manager Series
<PAGE>
metals (the "precious metals industry"). A particular company is
deemed to be "principally engaged" in the precious metals industry
if at the time of investment the Portfolio Manager considers that
at least 50% of the company's assets, revenues or profits are de-
rived from the precious metals industry. Normally, at least 65% of
the assets of the Fund will be invested in the precious metals in-
dustry and in securities the value of which is linked to the price
of a precious metal. See "Characteristics and Risks of Securities
and Investment Techniques--Precious Metals."
The Fund will seek to identify securities of companies which,
based upon the Portfolio Manager's evaluation of their fundamental
investment characteristics, are undervalued in comparison to the
present or anticipated value of the precious metals relevant to
them. Examples of precious metals include gold, silver and plati-
num. To the extent permitted by federal tax law, the Fund may in-
vest directly in gold bullion and other precious metals. Although
the Fund reserves the right to do so at any time, as of the date
of this Prospectus, it does not have the present intention to in-
vest directly in any precious metals other than gold.
Although the Fund reserves the right to do so at any time, as
of the date of this Prospectus, it does not have the present in-
tention to invest more than 10% of its assets in either precious
metals, such as gold bullion, or in futures on precious metals,
such as gold futures, and options thereon, or to invest more than
5% of its assets in securities the value of which is linked to the
price of a single precious metal. The Fund may invest up to 100%
of its assets in securities of companies whose assets, revenues or
profits are derived from a single precious metal.
The Fund may invest up to 100% of its assets in securities
principally traded on foreign securities markets and in securities
of foreign issuers that are traded on U.S. securities markets or
on foreign securities markets. Investing in the securities of for-
eign issuers involves special risks and considerations not typi-
cally associated with investing in U.S. companies. For a discus-
sion of such risks, see "Characteristics and Risks of Securities
and Investment Techniques--Foreign Securities." The Fund may also
purchase and write call and put options on securities, securities
indexes, commodity indexes, and on foreign currencies; enter into
futures contracts and use options on futures contracts, including
futures contracts on stock indexes, foreign currencies, and pre-
cious metals; buy or sell foreign currencies; and enter into for-
ward foreign currency contracts.
The Fund, because of its emphasis on one industrial sector,
should be considered as one aspect of a diversified portfolio and
may not be suitable by itself as a balanced investment program.
The Portfolio Manager for the Precious Metals Fund is Van Eck.
Stock Funds The Equity Income, Value, Tax-Efficient Equity, Capital Apprecia-
tion, Value 25, Mid-Cap Growth and Small-Cap Value Funds will each
invest primarily (normally at least 65% of its assets) in common
stock. Each of these Funds may maintain a portion of its assets,
which will usually not exceed 10%, in U.S. Government securities,
high quality debt securities (whose maturity or remaining maturity
will not exceed five years), money market obligations, and in cash
to provide for payment of the Fund's expenses and to meet redemp-
tion requests. It is the policy of these Funds to be as fully in-
vested in common stocks as practicable at all times. This policy
precludes these Funds from investing in debt securities as a de-
fensive investment posture (although these Funds may invest in
such securities to provide for payment of expenses and to meet re-
demption requests). Accordingly, investors in these Funds bear the
risk of general declines in stock prices and the risk that a
Fund's exposure to such declines cannot be lessened by investment
in debt securities. These Funds may also invest in convertible se-
curities, preferred stocks, and warrants, subject to certain
limitations.
The Renaissance, Growth, Target, Opportunity, International,
Innovation and Precious Metals Funds will each invest primarily
(normally at least 65% of its assets) in common stocks, and may
also invest in other equity securities, including preferred stocks
and securities (including debt securities and warrants) convert-
ible into or exercisable for common stocks. Each of these Funds
may invest a portion of its assets in debt securities and, for
temporary defensive purposes, up to 100% of its assets in short-
term U.S. Government securities and other money market instru-
ments.
One or more of the Stock Funds may temporarily not be invested
primarily in equity securities immediately following the commence-
ment of operations or after receipt of significant new monies.
While attempting to identify
April , 1999 Prospectus 25
<PAGE>
suitable investments, the Funds may hold assets in cash, short-
term U.S. Government securities and other money market instru-
ments. Any of the Stock Funds may temporarily not contain the num-
ber of securities in which the Fund normally invests if the Fund
does not have sufficient assets to be fully invested, or pending
the Portfolio Manager's ability to prudently invest new monies.
The Stock Funds may also lend portfolio securities; enter into
repurchase agreements and reverse repurchase agreements (subject
to the Funds' investment limitations described below); purchase
and sell securities on a when-issued or delayed delivery basis;
and enter into forward commitments to purchase securities. Each of
the Stock Funds may invest in American Depository Receipts
("ADRs"). In addition, the Renaissance, Growth, Target, Opportuni-
ty, International, Innovation and Precious Metals Funds may invest
in European Depository Receipts ("EDRs") and Global Depository Re-
ceipts ("GDRs"). The Stock Funds that invest primarily in securi-
ties of foreign issuers may invest a portion of their assets in
debt securities and money market obligations issued by U.S. and
foreign issuers that are either U.S. dollar-denominated or denomi-
nated in foreign currency. For more information on these and other
investment practices, see "Characteristics and Risks of Securities
and Investment Techniques" in this Prospectus and "Investment Ob-
jectives and Policies" in the Statement of Additional Information.
Characteristics and Risks of
Securities and Investment Techniques
The different types of securities and investment techniques used
by the individual Funds all have attendant risks of varying de-
grees. For example, with respect to common stock, there can be no
assurance of capital appreciation, and there is a risk of market
decline. With respect to debt securities, including money market
instruments, there is the risk that the issuer of a security may
not be able to meet its obligation to make scheduled interest or
principal payments. Because each Fund seeks a different investment
objective and has different investment policies, each is subject
to varying degrees of financial, market and credit risks. There-
fore, investors should carefully consider the investment objec-
tive, investment policies and potential risks of any Fund or Funds
before investing.
The following describes potential risks associated with differ-
ent types of investment techniques that may be used by the indi-
vidual Funds. For more detailed information on these investment
techniques, as well as information on the types of securities in
which some or all of the Funds may invest, see the Statement of
Additional Information.
Certain of the Funds may invest in common stock of companies with
market capitalizations that are small compared to other publicly
traded companies. Generally, small market capitalization is con-
sidered to be less than $1.5 billion and large market capitaliza-
tion is considered to be more than $5 billion. Under normal market
conditions, the Small- Cap Value Fund will invest primarily in
companies with market capitalizations of between $50 million and
$1 billion, and the Opportunity Fund will invest primarily in com-
panies with market capitalizations of less than $2 billion. In-
vestments in larger companies present certain advantages in that
such companies generally have greater financial resources, more
extensive research and development, manufacturing, marketing and
service capabilities, and more stability and greater depth of man-
agement and technical personnel. Investments in smaller, less sea-
soned companies may present greater opportunities for growth but
also may involve greater risks than customarily are associated
with more established companies. The securities of smaller compa-
nies may be subject to more abrupt or erratic market movements
than larger, more established companies. These companies may have
limited product lines, markets or financial resources, or they may
be dependent upon a limited management group. Their securities may
be traded in the over-the-counter market or on a regional ex-
change, or may otherwise have limited liquidity. As a result of
owning large positions in this type of security, a Fund is subject
to the additional risk of possibly having to sell portfolio secu-
rities at disadvantageous times and prices if redemptions require
the Fund to liquidate its securities positions. In addition, it
may be prudent for a Fund with a relatively large asset size to
limit the number of relatively small positions
InvestmentsIn
Companies
With Small
and Medium
Market
Capitalizations
26 PIMCO Funds: Multi-Manager Series
<PAGE>
it holds in securities having limited liquidity in order to mini-
mize its exposure to such risks, to minimize transaction costs,
and to maximize the benefits of research. As a consequence, as a
Fund's asset size increases, the Fund may reduce its exposure to
illiquid small capitalization securities, which could adversely
affect performance.
Many of the Funds may also invest in stocks of companies with
medium market capitalizations. Whether a U.S. issuer's market cap-
italization is medium is determined by reference to the capital-
ization for all issuers whose equity securities are listed on a
United States national securities exchange or which are reported
on NASDAQ. Issuers with market capitalizations within the range of
capitalization of companies included in the S&P Mid Cap 400 Index
may be regarded as being issuers with medium market capitaliza-
tions. Such investments share some of the risk characteristics of
investments in stocks of companies with small market capitaliza-
tions described above, although such companies tend to have longer
operating histories, broader product lines and greater financial
resources and their stocks tend to be more liquid and less vola-
tile than those of smaller capitalization issuers.
ForeignSecurities
The International Fund may invest directly in foreign equity secu-
rities; U.S. dollar- or foreign currency-denominated foreign cor-
porate debt securities; foreign preferred securities; certificates
of deposit, fixed time deposits and bankers' acceptances issued by
foreign banks; and obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agen-
cies and supranational entities. The Precious Metals Fund may in-
vest primarily in securities of foreign issuers, securities denom-
inated in foreign currencies, securities principally traded on se-
curities markets outside of the United States and in securities of
foreign issuers that are traded on U.S. securities markets. The
Balanced Fund may invest up to 20% of its Fixed Income Securities
Segment in securities denominated in foreign currencies, and may
invest beyond this limit in U.S. dollar-denominated securities of
foreign issuers. The Renaissance, Growth, Target, Opportunity and
Innovation Funds may invest up to 15% of their respective assets
in securities which are traded principally in securities markets
outside the United States (Eurodollar certificates of deposit are
excluded for purposes of these limitations), and may invest with-
out limit in securities of foreign issuers that are traded in U.S.
markets.
All of the Funds may invest in ADRs. In addition, the Renais-
sance, Growth, Target, Opportunity, International, Innovation and
Precious Metals Funds may invest in EDRs and GDRs. ADRs are dol-
lar-denominated receipts issued generally by domestic banks and
representing the deposit with the bank of a security of a foreign
issuer, and are publicly traded on exchanges or over-the-counter
in the United States. EDRs are receipts similar to ADRs and are
issued and traded in Europe. GDRs may be offered privately in the
United States and also trade in public or private markets in other
countries.
Investing in the securities of issuers in any foreign country
involves special risks and considerations not typically associated
with investing in U.S. companies. Shareholders should consider
carefully the substantial risks involved in investing in securi-
ties issued by companies and governments of foreign nations. These
risks include: differences in accounting, auditing and financial
reporting standards; generally higher commission rates on foreign
portfolio transactions; the possibility of nationalization, expro-
priation or confiscatory taxation; adverse changes in investment
or exchange control regulations (which may include suspension of
the ability to transfer currency from a country); and political
instability which could affect U.S. investments in foreign coun-
tries. Individual foreign economies may differ favorably or unfa-
vorably from the U.S. economy in such respects as growth of gross
domestic product, rate of inflation, capital reinvestment, re-
sources, self-sufficiency, and balance of payments position. The
securities markets, values of securities, yields, and risks asso-
ciated with securities markets may change independently of each
other. Additionally, foreign securities and dividends and interest
payable on those securities may be subject to foreign taxes, in-
cluding taxes withheld from payments on those securities. Foreign
securities often trade with less frequency and volume than domes-
tic securities and therefore may exhibit greater price volatility.
Additional costs associated with an investment in foreign securi-
ties may include higher custodial fees than apply to domestic cus-
todial arrangements and transaction costs of foreign currency con-
versions. Changes in foreign exchange rates also will affect the
value of securities denominated or quoted in currencies other than
the U.S. dollar.
April , 1999 Prospectus 27
<PAGE>
A Fund's investments in foreign currency denominated debt obli-
gations and hedging activities will likely produce a difference
between its book income and its taxable income. This difference
may cause a portion of the Fund's income distributions to consti-
tute returns of capital for tax purposes or require the Fund to
make distributions exceeding book income to qualify as a regulated
investment company for federal tax purposes.
Certain of the Funds may invest in the securities of issuers
based in countries with developing economies. Investing in devel-
oping (or "emerging market") countries involves certain risks not
typically associated with investing in U.S. securities, and im-
poses risks greater than, or in addition to, risks of investing in
foreign, developed countries. A number of emerging market coun-
tries restrict, to varying degrees, foreign investment in securi-
ties. Repatriation of investment income, capital, and the proceeds
of sales by foreign investors may require governmental registra-
tion and/or approval in some emerging market countries. A number
of the currencies of emerging market countries have experienced
significant declines against the U.S. dollar in recent years, and
devaluation may occur subsequent to investments in these curren-
cies by a Fund. Inflation and rapid fluctuations in inflation
rates have had, and may continue to have, negative effects on the
economies and securities markets of certain emerging market coun-
tries. Many of the emerging securities markets are relatively
small, have low trading volumes, suffer periods of relative illi-
quidity, and are characterized by significant price volatility.
There is a risk in emerging market countries that a future eco-
nomic or political crisis could lead to price controls, forced
mergers of companies, expropriation or confiscatory taxation, sei-
zure, nationalization, or creation of government monopolies, any
of which may have a detrimental effect on a Fund's investment.
Additional risks of investing in emerging market countries may
include: currency exchange rate fluctuations; greater social, eco-
nomic and political uncertainty and instability (including the
risk of war); more substantial governmental involvement in the
economy; less governmental supervision and regulation of the secu-
rities markets and participants in those markets; unavailability
of currency hedging techniques in certain emerging market coun-
tries; the fact that companies in emerging market countries may be
newly organized and may be smaller and less seasoned companies;
the difference in, or lack of, auditing and financial reporting
standards, which may result in unavailability of material informa-
tion about issuers; the risk that it may be more difficult to ob-
tain and/or enforce a judgment in a court outside the United
States; and significantly smaller market capitalization of securi-
ties markets. Also, any change in the leadership or policies of
emerging market countries, or the countries that exercise a sig-
nificant influence over those countries, may halt the expansion of
or reverse the liberalization of foreign investment policies now
occurring and adversely affect existing investment opportunities.
In addition, emerging securities markets may have different
clearance and settlement procedures, which may be unable to keep
pace with the volume of securities transactions or otherwise make
it difficult to engage in such transactions. Settlement problems
may cause a Fund to miss attractive investment opportunities, hold
a portion of its assets in cash pending investment, or delay in
disposing of a portfolio security. Such a delay could result in
possible liability to a purchaser of the security.
Special Risks of Investing in Russian and Other Eastern European
Securities The International Fund may invest a portion of its as-
sets in securities of issuers located in Russia and in other East-
ern European countries. While investments in securities of such
issuers are subject generally to the same risks associated with
investments in other emerging market countries described above,
the political, legal and operational risks of investing in Russian
and other Eastern European issuers, and of having assets custodied
within these countries, may be particularly acute. A risk of par-
ticular note with respect to direct investment in Russian securi-
ties is the way in which ownership of shares of companies is nor-
mally recorded. When a Fund invests in a Russian issuer, it will
normally receive a "share extract," but that extract is not le-
gally determinative of ownership. The official record of ownership
of a company's share is maintained by the company's share regis-
trar. Such share registrars are completely under the control of
the issuer, and investors are provided with few legal rights
against such registrars. Please refer to "Investment Objectives
and Policies-Foreign
28 PIMCO Funds: Multi-Manager Series
<PAGE>
Securities" in the Statement of Additional Information for a more
complete description of these and other risks associated with in-
vestments in securities of Russian and other Eastern European is-
suers.
Foreign Foreign currency exchange rates may fluctuate significantly over
Currency short periods of time. They generally are determined by the forces
Transactionsof supply and demand in the foreign exchange markets and the rela-
tive merits of investments in different countries, actual or per-
ceived changes in interest rates and other complex factors, as
seen from an international perspective. Currency exchange rates
also can be affected unpredictably by intervention (or the failure
to intervene) by U.S. or foreign governments or central banks, or
by currency controls or political developments in the U.S. or
abroad. For example, significant uncertainty surrounds the pro-
posed introduction of the euro (a common currency unit for the Eu-
ropean Union) in January 1999 and its effect on the value of secu-
rities denominated in local European currencies. These and other
currencies in which the Funds' assets are denominated may be de-
valued against the U.S. dollar, resulting in a loss to the Funds.
For a more complete discussion of foreign currency risks (includ-
ing those associated with the euro), please see "Investment Objec-
tives and Policies--Foreign Currencies" in the Statement of Addi-
tional Information.
The Balanced, Renaissance, Growth, Target, Opportunity, Inter-
national, Innovation and Precious Metals Funds may enter into for-
ward foreign currency exchange contracts to reduce the risks of
adverse changes in foreign exchange rates. In addition, the Bal-
anced, International and Precious Metals Funds may buy and sell
foreign currency futures contracts and options on foreign curren-
cies and foreign currency futures. A forward foreign currency ex-
change contract involves an obligation to purchase or sell a spe-
cific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at
a price set at the time of the contract. By entering into a for-
ward foreign currency exchange contract, the Fund "locks in" the
exchange rate between the currency it will deliver and the cur-
rency it will receive for the duration of the contract. As a re-
sult, a Fund reduces its exposure to changes in the value of the
currency it will deliver and increases its exposure to changes in
the value of the currency it will exchange into. The effect on the
value of a Fund is similar to selling securities denominated in
one currency and purchasing securities denominated in another cur-
rency. Contracts to sell foreign currency would limit any poten-
tial gain which might be realized by a Fund if the value of the
hedged currency increases. A Fund may enter into these contracts
for the purpose of hedging against foreign exchange risk arising
from the Fund's investment or anticipated investment in securities
denominated in foreign currencies. Suitable hedging transactions
may not be available in all circumstances and there can be no as-
surance that a Fund will engage in such transactions at any given
time or from time to time. Also, such transactions may not be suc-
cessful and may eliminate any chance for a Fund to benefit from
favorable fluctuations in relevant foreign currencies. The Inter-
national Fund may also enter into hedging contracts for purposes
of increasing exposure to a foreign currency or to shift exposure
to foreign currency fluctuations from one currency to another. To
the extent that it does so, the International Fund will be subject
to the additional risk that the relative value of currencies will
be different than anticipated by the Fund's Portfolio Manager. The
International may use one currency (or a basket of currencies) to
hedge against adverse changes in the value of another currency (or
a basket of currencies) when exchange rates between the two cur-
rencies are positively correlated. The Fund will segregate assets
determined to be liquid by the Adviser or a Portfolio Manager in
accordance with procedures established by the Board of Trustees to
cover its obligations under forward foreign currency exchange con-
tracts entered into for non-hedging purposes.
Money Each of the Funds may invest at least a portion of its assets in
Market the following kinds of money market instruments:
Instruments (1)short-term U.S. Government securities;
(2) certificates of deposit, bankers' acceptances and other
bank obligations rated in the two highest rating categories
by at least two NRSROs, or, if rated by only one NRSRO, in
such agency's two highest grades, or, if unrated,
determined to be of comparable quality by the Adviser or a
Portfolio Manager. Bank obligations must be those of a bank
that has deposits in excess of $2 billion or that is a
member of the Federal Deposit Insurance Corporation. A Fund
may invest in obligations of U.S. branches or subsidiaries
of foreign banks ("Yankee dollar obligations") or foreign
branches of U.S. banks ("Eurodollar obligations");
April , 1999 Prospectus 29
<PAGE>
(3) commercial paper rated in the two highest rating categories
by at least two NRSROs, or, if rated by only one NRSRO, in
such agency's two highest grades, or, if unrated, deter-
mined to be of comparable quality by the Adviser or a Port-
folio Manager;
(4) corporate obligations with a remaining maturity of 397 days
or less whose issuers have outstanding short-term debt ob-
ligations rated in the highest rating category by at least
two NRSROs, or, if rated by only one NRSRO, in such
agency's highest grade, or, if unrated, determined to be of
comparable quality by the Adviser or a Portfolio Manager;
and
(5)repurchase agreements with domestic commercial banks or reg-
istered broker-dealers.
Mortgage- All Funds that may purchase debt securities for investment pur-
RelatedAnd poses (and in particular, the Balanced Fund) may invest in mort-
OtherAsset- gage-related securities, and in other asset-backed securities (un-
Backed related to mortgage loans) that are offered to investors currently
Securities or in the future. The value of some mortgage-related or asset-
backed securities in which the Funds invest may be particularly
sensitive to changes in prevailing interest rates, and, like other
fixed income investments, the ability of a Fund to successfully
utilize these instruments may depend in part upon the ability of
the Portfolio Manager to forecast interest rates and other eco-
nomic factors correctly.
Mortgage Pass-Through Securities are securities representing in-
terests in "pools" of mortgage loans secured by residential or
commercial real property in which payments of both interest and
principal on the securities are generally made monthly, in effect
"passing through" monthly payments made by the individual borrow-
ers on the mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities). Early re-
payment of principal on some mortgage-related securities (arising
from prepayments of principal due to sale of the underlying prop-
erty, refinancing, or foreclosure, net of fees and costs which may
be incurred) may expose a Fund to a lower rate of return upon re-
investment of principal. Also, if a security subject to prepayment
has been purchased at a premium, the value of the premium would be
lost in the event of prepayment. Like other fixed income securi-
ties, when interest rates rise, the value of a mortgage-related
security generally will decline; however, when interest rates are
declining, the value of mortgage-related securities with prepay-
ment features may not increase as much as other fixed income secu-
rities. The rate of prepayments on underlying mortgages will af-
fect the price and volatility of a mortgage-related security, and
may have the effect of shortening or extending the effective matu-
rity of the security beyond what was anticipated at the time of
purchase. To the extent that unanticipated rates of prepayment on
underlying mortgages increase the effective maturity of a mort-
gage-related security, the volatility of such security can be ex-
pected to increase.
Payment of principal and interest on some mortgage pass-through
securities (but not the market value of the securities themselves)
may be guaranteed by the full faith and credit of the U.S. Govern-
ment (in the case of securities guaranteed by the Government Na-
tional Mortgage Association ("GNMA")); or guaranteed by agencies
or instrumentalities of the U.S. Government (in the case of secu-
rities guaranteed by the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"),
which are supported only by the discretionary authority of the
U.S. Government to purchase the agency's obligations). Mortgage-
related securities created by non-governmental issuers (such as
commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market
issuers) may be supported by various forms of insurance or guaran-
tees, including individual loan, title, pool and hazard insurance
and letters of credit, which may be issued by governmental enti-
ties, private insurers or the mortgage poolers.
Collateralized Mortgage Obligations ("CMOs") are hybrid mortgage-
related instruments. Similar to a bond, interest and pre-paid
principal on a CMO are paid, in most cases, on a monthly basis.
CMOs may be collateralized by whole mortgage loans but are more
typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC, or FNMA. CMOs are structured
into multiple classes, with each class bearing a different stated
maturity. Monthly payments of principal, including prepayments,
are first returned to investors holding the shortest maturity
30 PIMCO Funds: Multi-Manager Series
<PAGE>
class; investors holding the longer maturity classes receive prin-
cipal only after the first class has been retired. CMOs that are
issued or guaranteed by the U.S. Government or by any of its agen-
cies or instrumentalities will be considered U.S. Government secu-
rities by a Fund, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other pri-
vately issued securities for purposes of applying a Fund's diver-
sification tests.
Commercial Mortgage-Backed Securities include securities that re-
flect an interest in, and are secured by, mortgage loans on com-
mercial real property. The market for commercial mortgage-backed
securities developed more recently and in terms of total outstand-
ing principal amount of issues is relatively small compared to the
market for residential single-family mortgage-backed securities.
Many of the risks of investing in commercial mortgage-backed secu-
rities reflect the risks of investing in the real estate securing
the underlying mortgage loans. These risks reflect the effects of
local and other economic conditions on real estate markets, the
ability of tenants to make loan payments, and the ability of a
property to attract and retain tenants. Commercial mortgage-backed
securities may be less liquid and exhibit greater price volatility
than other types of mortgage-related or asset-backed securities.
Mortgage-Related Securities include securities other than those
described above that directly or indirectly represent a participa-
tion in, or are secured by and payable from, mortgage loans on
real property, such as CMO residuals or stripped mortgage-backed
securities ("SMBS"), and may be structured in classes with rights
to receive varying proportions of principal and interest.
A common type of SMBS will have one class receiving some of the
interest and most of the principal from the mortgage assets, while
the other class will receive most of the interest and the remain-
der of the principal. In the most extreme case, one class will re-
ceive all of the interest (the interest-only, or "IO" class),
while the other class will receive all of the principal (the prin-
cipal-only, or "PO" class). The yield to maturity on an IO class
is extremely sensitive to the rate of principal payments (includ-
ing prepayments) on the related underlying mortgage assets, and a
rapid rate of principal payments may have a material adverse ef-
fect on a Fund's yield to maturity from these securities. For a
discussion of the characteristics of some of these instruments,
see the Statement of Additional Information.
Convertible Many of the Funds may invest in convertible securities. Convert-
Securities ible securities are generally preferred stocks or fixed income se-
curities that are convertible into common stock at either a stated
price or a stated rate. The price of the convertible security will
normally vary in some proportion to changes in the price of the
underlying common stock because of this conversion feature. A con-
vertible security will normally also provide a fixed income
stream. For this reason, the convertible security may not decline
in price as rapidly as the underlying common stock.
A Fund's Portfolio Manager will select convertible securities
to be purchased by the Fund based primarily upon its evaluation of
the fundamental investment characteristics and growth prospects of
the issuer of the security. As a fixed income security, a convert-
ible security tends to increase in market value when interest
rates decline and to decrease in value when interest rates rise.
While convertible securities generally offer lower interest or
dividend yields than non-convertible fixed income securities of
similar quality, their value tends to increase as the market value
of the underlying stock increases and to decrease when the value
of the underlying stock decreases.
The Renaissance Fund may invest in so-called "synthetic con-
vertible securities," which are composed of two or more different
securities whose investment characteristics, taken together, re-
semble those of convertible securities. For example, the Renais-
sance Fund may purchase a non-convertible debt security and a war-
rant or option. The synthetic convertible differs from the true
convertible security in several respects. Unlike a true convert-
ible security, which is a single security having a unitary market
value, a synthetic convertible comprises two or more separate se-
curities, each with its own market value. Therefore, the "market
value" of a synthetic convertible is the sum of the values of its
fixed income component and its convertible component. For this
reason, the values of a synthetic convertible and a true convert-
ible security may respond differently to market fluctuations.
April , 1999 Prospectus 31
<PAGE>
Risks of The Balanced, Renaissance and Growth Funds may invest a portion of
High Yield their assets in fixed income securities rated lower than Baa by
Securities Moody's or lower than BBB by S&P but rated at least B by Moody's
("Junk or S&P or, if not rated, determined by the Portfolio Manager to be
Bonds") of comparable quality. In addition, the Renaissance Fund may in-
vest in convertible securities rated below B by Moody's or S&P
(or, if unrated, considered by the Portfolio Manager to be of com-
parable quality). Securities rated lower than Baa by Moody's or
lower than BBB by S&P are sometimes referred to as "high yield" or
"junk" bonds. Investors should consider the risks associated with
high yield securities before investing in these Funds. Although
each of the Renaissance and Growth Funds reserves the right to do
so at any time, as of the date of this Prospectus, neither Fund
invests nor has the present intention to invest more than 5% of
its assets in high yield securities or junk bonds.
Investing in high yield securities involves special risks in
addition to the risks associated with investments in higher rated
fixed income securities. While offering a greater potential oppor-
tunity for capital appreciation and higher yields than investments
in higher rated debt securities, high yield securities typically
entail greater potential price volatility and may be less liquid
than investment grade debt. High yield securities may be regarded
as predominately speculative with respect to the issuer's continu-
ing ability to meet principal and interest payments. Analysis of
the creditworthiness of issuers of high yield securities may be
more complex than for issuers of higher quality debt securities,
and achievement of a Fund's investment objective may, to the ex-
tent of its investments in high yield securities, depend more
heavily on the Portfolio Manager's creditworthiness analysis than
would be the case if the Fund were investing in higher quality se-
curities. High yield securities may be more susceptible to real or
perceived adverse economic and competitive industry conditions
than higher grade securities.
For additional discussion of the characteristics of lower rated
fixed income securities, see the Statement of Additional Informa-
tion. Ratings assigned to fixed income securities are described in
the Appendix to the Statement of Additional Information.
Derivative To the extent permitted by the investment objective and policies
Instruments of each Fund, a Fund may purchase and write call and put options
on securities, securities indexes and foreign currencies, and en-
ter into futures contracts and use options on futures contracts as
further described below. In pursuit of their investment objec-
tives, the Balanced, Renaissance, Tax-Efficient Equity, Growth,
Target, Opportunity, International, Innovation and Precious Metals
Funds may engage in the purchase and writing of call and put op-
tions on securities and securities indexes and enter into futures
contracts and options thereon, including securities index futures
contracts and options thereon. The Precious Metals Fund may pur-
chase and write options on commodities indexes. The Funds that may
invest in foreign-currency denominated securities may engage in
the purchase and writing of call and put options on foreign cur-
rencies. The Balanced and Tax-Efficient Equity Funds may also en-
ter into swap agreements with respect to securities indexes. The
Balanced Fund may also enter into swap agreements with respect to
foreign currencies and interest rates. The Funds may (but are not
required to) use these techniques to hedge against changes in in-
terest rates, foreign currency exchange rates or securities pric-
es; and for the International Fund, to increase exposure to a for-
eign currency, to shift exposure to foreign currency fluctuations
from one country to another, or as part of its overall investment
strategy. Each Fund will segregate assets determined to be liquid
by the Adviser or a Portfolio Manager in accordance with proce-
dures established by the Board of Trustees (or, as permitted by
applicable regulation, enter into certain offsetting positions) to
cover its obligations under options, futures, and swaps to limit
leveraging of the Fund.
Derivative instruments are considered for these purposes to
consist of securities or other instruments whose value is derived
from or related to the value of some other instrument or asset,
and not to include those securities whose payment of principal
and/or interest depend upon cash flows from underlying assets,
such as mortgage-related or asset-backed securities. See "Mort-
gage-Related and Other Asset-Backed Securities." The value of some
derivative instruments in which the Funds may invest may be par-
ticularly sensitive to changes in prevailing interest rates, and,
like the other investments of the Funds, the ability of a Fund to
successfully utilize these instruments may depend in part upon the
ability of the Portfolio Manager to forecast interest rates and
other economic factors correctly. If the
32 PIMCO Funds: Multi-Manager Series
<PAGE>
Portfolio Manager incorrectly forecasts such factors and has taken
positions in derivative instruments contrary to prevailing market
trends, the Funds could be exposed to the risk of loss.
The Funds might not employ any of the strategies described be-
low, and no assurance can be given that any strategy used will
succeed. If the Portfolio Manager incorrectly forecasts interest
rates, market values or other economic factors in utilizing a de-
rivatives strategy for a Fund, the Fund might have been in a bet-
ter position if it had not entered into the transaction at all.
Also, suitable derivative transactions may not be available in all
circumstances. The use of these strategies involves certain spe-
cial risks, including a possible imperfect correlation, or even no
correlation, between price movements of derivative instruments and
price movements of related investments. While some strategies in-
volving derivative instruments can reduce the risk of loss, they
can also reduce the opportunity for gain or even result in losses
by offsetting favorable price movements in related investments or
otherwise, due to the possible inability of a Fund to purchase or
sell a portfolio security at a time that would be favorable or the
possible need to sell a portfolio security at a disadvantageous
time because the Fund is required to maintain asset coverage or
offsetting positions in connection with transactions in derivative
instruments, and the possible inability of a Fund to close out or
to liquidate its derivatives positions. In addition, a Fund's use
of such instruments may cause the Fund to realize higher amounts
of short-term capital gains (generally taxed at ordinary income
tax rates) than if it had not used such instruments.
Options on Securities, Securities Indexes, and Currencies Certain
Funds may purchase put options on securities. One purpose of pur-
chasing put options is to protect holdings in an underlying or re-
lated security against a substantial decline in market value.
These Funds may also purchase call options on securities. One pur-
pose of purchasing call options is to protect against substantial
increases in prices of securities the Fund intends to purchase
pending its ability to invest in such securities in an orderly
manner. A Fund may sell put or call options it has previously pur-
chased, which could result in a net gain or loss depending on
whether the amount realized on the sale is more or less than the
premium and other transaction costs paid on the put or call option
which is sold. A Fund may write a call or put option only if the
option is "covered" by the Fund holding a position in the under-
lying securities or by other means which would permit immediate
satisfaction of the Fund's obligation as writer of the option.
Prior to exercise or expiration, an option may be closed out by an
offsetting purchase or sale of an option of the same series.
The purchase and writing of options involves certain risks.
During the option period, the covered call writer has, in return
for the premium on the option, given up the opportunity to profit
from a price increase in the underlying security above the exer-
cise price, but, as long as its obligation as a writer continues,
has retained the risk of loss should the price of the underlying
security decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer
of the option. Once an option writer has received an exercise no-
tice, it cannot effect a closing purchase transaction in order to
terminate its obligation under the option and must deliver the un-
derlying security at the exercise price. If a put or call option
purchased by the Fund is not sold when it has remaining value, and
if the market price of the underlying security remains equal to or
greater than the exercise price (in the case of a put), or remains
less than or equal to the exercise price (in the case of a call),
the Fund will lose its entire investment in the option. Also,
where a put or call option on a particular security is purchased
to hedge against price movements in a related security, the price
of the put or call option may move more or less than the price of
the related security. There can be no assurance that a liquid mar-
ket will exist when a Fund seeks to close out an option position.
Furthermore, if trading restrictions or suspensions are imposed on
the options markets, a Fund may be unable to close out a position.
For each of the Renaissance, Growth, Target, Opportunity, In-
ternational, Innovation, and Precious Metals Funds, in the case of
a written call option on a securities index, the Fund will own
corresponding securities whose historic volatility correlates with
that of the index.
The Balanced, International and Precious Metals Funds may buy
or sell put and call options on foreign currencies as a hedge
against changes in the value of the U.S. dollar (or another cur-
rency) in relation to a foreign currency
April , 1999 Prospectus 33
<PAGE>
in which a Fund's securities may be denominated. Currency options
traded on U.S. or other exchanges may be subject to position lim-
its which may limit the ability of a Fund to reduce foreign cur-
rency risk using such options.
Over-the-counter options in which certain Funds may invest dif-
fer from traded options in that they are two-party contracts, with
price and other terms negotiated between buyer and seller, and
generally do not have as much market liquidity as exchange-traded
options. The Funds may be required to treat as illiquid over-the-
counter options purchased and securities being used to cover cer-
tain written over-the-counter options.
Swap Agreements The Balanced Fund may enter into swap agreements
to hedge against changes in interest rates, foreign currency ex-
change rates or securities prices. The Tax-Efficient Equity Fund
may enter into equity index swap agreements for purposes of gain-
ing exposure to the stocks making up an index of securities with-
out actually purchasing those stocks. Swap agreements are two-
party contracts entered into primarily by institutional investors
for periods ranging from a few weeks to more than one year. In a
standard swap transaction, two parties agree to exchange the re-
turns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments, which may be
adjusted for an interest factor. The gross returns to be exchanged
or "swapped" between the parties are generally calculated with re-
spect to a "notional amount," i.e., the return on or increase in
value of a particular dollar amount invested at a particular in-
terest rate, or in a "basket" of securities representing a partic-
ular index.
Most swap agreements entered into by the Funds calculate the
obligations of the parties to the agreement on a "net basis." Con-
sequently, a Fund's current obligations (or rights) under a swap
agreement will generally be equal only to the net amount to be
paid or received under the agreement based on the relative values
of the positions held by each party to the agreement (the "net
amount"). A Fund's current obligations under a swap agreement will
be accrued daily (offset against amounts owed to the Fund), and
any accrued but unpaid net amounts owed to a swap counterparty
will be covered by the segregation of assets determined to be liq-
uid by the Portfolio Manager in accordance with procedures estab-
lished by the Board of Trustees to limit any potential leveraging
of the Fund's portfolio. Obligations under swap agreements so cov-
ered will not be construed to be "senior securities" for purposes
of a Fund's investment restriction concerning senior securities. A
Fund will not enter into a swap agreement with any single party if
the net amount owed or to be received under existing contracts
with that party would exceed 5% of the Fund's assets.
Whether a Fund's use of swap agreements will be successful in
furthering its investment objective will depend on the Portfolio
Manager's ability to predict correctly whether certain types of
investments are likely to produce greater returns than other in-
vestments. Because they are two-party contracts and because they
may have terms of greater than seven days, swap agreements may be
considered to be illiquid investments. Moreover, a Fund bears the
risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of a swap
agreement counterparty. The Funds will enter into swap agreements
only with counterparties that meet certain standards for credit-
worthiness (generally, such counterparties would have to be eligi-
ble counterparties under the terms of the Funds' repurchase agree-
ment guidelines). The swaps market is a relatively new market and
is largely unregulated. It is possible that developments in the
swaps market, including potential government regulation, could ad-
versely affect a Fund's ability to terminate existing swap agree-
ments or to realize amounts to be received under such agreements.
Futures Contracts and Options on Futures Contracts Certain Funds
may enter into futures contracts and options thereon. The Balanced
Fund may invest in interest rate futures contracts and options
thereon. The Precious Metals Fund may purchase and sell futures
contracts on precious metals (such as gold), and purchase and
write options on precious metals futures contracts. The Balanced,
International and Precious Metals Funds may invest in foreign ex-
change futures contracts and options thereon ("futures options")
that are traded on a U.S. or foreign exchange or board of trade,
or similar entity, or quoted on an automated quotation system.
These Funds may engage in such futures transactions as an adjunct
to their securities activities.
There are several risks associated with the use of futures and
futures options for hedging purposes. There can be no guarantee
that there will be a correlation between price movements in the
hedging vehicle and in the portfolio
34 PIMCO Funds: Multi-Manager Series
<PAGE>
securities being hedged. An incorrect correlation could result in
a loss on both the hedged securities in a Fund and the hedging ve-
hicle, so that the portfolio return might have been greater had
hedging not been attempted. There can be no assurance that a liq-
uid market will exist at a time when a Fund seeks to close out a
futures contract or a futures option position. Most futures ex-
changes and boards of trade limit the amount of fluctuation per-
mitted in futures contract prices during a single day; once the
daily limit has been reached on a particular contract, no trades
may be made that day at a price beyond that limit. In addition,
certain of these instruments are relatively new and without a sig-
nificant trading history. As a result, there is no assurance that
an active secondary market will develop or continue to exist. Lack
of a liquid market for any reason may prevent a Fund from liqui-
dating an unfavorable position, and the Fund would remain obli-
gated to meet margin requirements until the position is closed.
Index Futures The Balanced, Renaissance, Tax-Efficient Equity,
Growth, Target, Opportunity, International, Innovation and Pre-
cious Metals Funds may purchase and sell futures contracts on var-
ious securities indexes ("Index Futures") and related options for
hedging purposes and for investment purposes. A Fund's purchase
and sale of Index Futures is limited to contracts and exchanges
which have been approved by the Commodity Futures Trading Commis-
sion ("CFTC").
The International Fund may invest to a significant degree in
Index Futures on stock indexes and related options (including
those which may trade outside of the United States) as an alterna-
tive to purchasing individual stocks in order to adjust the Fund's
exposure to a particular market. The Fund may invest in Index
Futures and related options when the Portfolio Manager believes
that there are not enough attractive securities available to main-
tain the standards of diversification and liquidity set for the
Fund pending investment in such securities if or when they do be-
come available. Through the use of Index Futures and related op-
tions, the International Fund may diversify risk in its portfolio
without incurring the substantial brokerage costs which may be as-
sociated with investment in the securities of multiple issuers.
The Fund may also avoid potential market and liquidity problems
which may result from increases in positions already held by it.
A Fund may close open positions on the futures exchanges on
which Index Futures are traded at any time up to and including the
expiration day. All positions which remain open at the close of
the last business day of the contract's life are required to set-
tle on the next business day (based upon the value of the relevant
index on the expiration day), with settlement made with the appro-
priate clearing house. Because the specific procedures for trading
foreign stock Index Futures on futures exchanges are still under
development, additional or different margin requirements as well
as settlement procedures may be applicable to foreign stock Index
Futures at the time a Fund purchases such instruments.
Positions in Index Futures may be closed out by a Fund only on
the futures exchange upon which the Index Futures are then traded.
There can be no assurance that a liquid market will exist for any
particular contract at any particular time. Also, the price of In-
dex Futures may not correlate perfectly with movement in the rele-
vant index due to certain market distortions. First, all partici-
pants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts
through offsetting transactions which could distort the normal re-
lationship between the index and futures markets. Second, the de-
posit requirements in the futures market are less onerous than
margin requirements in the securities market, and as a result, the
futures market may attract more speculators than does the securi-
ties market. Increased participation by speculators in the futures
market may also cause temporary price distortions. In addition,
trading hours for foreign stock Index Futures may not correspond
perfectly to hours of trading on the foreign exchange to which a
particular foreign stock Index Future relates. This may result in
a disparity between the price of Index Futures and the value of
the relevant index due to the lack of continuous arbitrage between
the Index Futures price and the value of the underlying index.
The Funds may only enter into futures contracts or futures op-
tions which are standardized and traded on a U.S. or foreign ex-
change or board of trade, or similar entity, or quoted on an auto-
mated quotation system. Each Fund may use futures contracts and
related options for "bona fide hedging" purposes, as such term is
defined in applicable
April , 1999 Prospectus 35
<PAGE>
regulations of the CFTC, or, with respect to positions in futures
and related options that do not qualify as "bona fide hedging" po-
sitions, may enter such positions only to the extent that aggre-
gate initial margin deposits plus premiums paid by it for open
futures option positions, less the amount by which any such posi-
tions are "in-the-money," would not exceed 5% of the Fund's net
assets.
Precious The Precious Metals Fund will concentrate its investments in the
Metals precious metals industry. Prices of precious metals can be ex-
pected to respond to changes in rates of inflation and to percep-
tions of economic and political instability. The values of compa-
nies engaged in precious metal-related activities whose securities
are principally traded on foreign securities exchanges may also be
affected by changes in the exchange rate between the relevant for-
eign currency and the U.S. dollar. Based on historical experience,
the prices of precious metals and of securities of companies en-
gaged in precious metal-related activities may be subject to ex-
treme fluctuations, reflecting wider economic or political insta-
bility or for other reasons.
Loans of For the purpose of achieving income, each Fund may lend its port-
Portfolio folio securities to brokers, dealers, and other financial institu-
Securities tions, provided:
(i) the loan is secured continuously by collateral consisting
of U.S. Government securities, cash or cash equivalents
(negotiable certificates of deposit, bankers' acceptances
or letters of credit) maintained on a daily mark-to-market
basis in an amount at least equal to the current market
value of the securities loaned;
(ii) the Fund may at any time call the loan and obtain the re-
turn of the securities loaned;
(iii) the Fund will receive any interest or dividends paid on
the loaned securities; and
(iv) the aggregate market value of securities loaned will not
at any time exceed the Fund's limitation on lending its
portfolio securities.
Each Fund's performance will continue to reflect changes in the
value of the securities loaned and will also reflect the receipt
of either interest, through investment of cash collateral by the
Fund in permissible investments, or a fee, if the collateral is
U.S. Government securities. Securities lending involves the risk
of loss of rights in the collateral or delay in recovery of the
collateral should the borrower fail to return the security loaned
or become insolvent. The Funds may pay lending fees to the party
arranging the loan.
Short Sales Each Fund may from time to time make short sales involving securi-
ties held in the Fund's portfolio or which the Fund has the right
to acquire without the payment of further consideration. For these
purposes, a Fund may also hold or have the right to acquire secu-
rities which, without the payment of any further consideration,
are convertible into or exchangeable for the securities sold
short. Short sales expose the Fund to the risk that it will be re-
quired to acquire, convert or exchange securities to cover its
short position at a time when the securities sold short have ap-
preciated in value, thus resulting in a loss to the Fund.
When- Each Fund may purchase securities which it is eligible to purchase
Issued, on a when-issued basis, may purchase and sell such securities for
Delayed delayed delivery and may make contracts to purchase such securi-
Delivery ties for a fixed price at a future date beyond normal settlement
And time (forward commitments). When-issued transactions, delayed de-
Forward livery purchases and forward commitments involve a risk of loss if
Commitment the value of the securities declines prior to the settlement date,
Transactionswhich risk is in addition to the risk of decline in the value of
the Fund's other assets. Typically, no income accrues on securi-
ties a Fund has committed to purchase prior to the time delivery
of the securities is made, although a Fund may earn income on se-
curities it has segregated.
Repurchase For the purposes of maintaining liquidity and achieving income,
Agreements each Fund may enter into repurchase agreements, which entail the
purchase of a portfolio-eligible security from a bank or broker-
dealer that agrees to repurchase the security at the Fund's cost
plus interest within a specified time (normally one day). If the
party agreeing to repurchase
36 PIMCO Funds: Multi-Manager Series
<PAGE>
should default, as a result of bankruptcy or otherwise, the Fund
will seek to sell the securities which it holds, which action
could involve procedural costs or delays in addition to a loss on
the securities if their value should fall below their repurchase
price. Those Funds whose investment objectives do not include the
earning of income will invest in repurchase agreements only as a
cash management technique with respect to that portion of the
portfolio maintained in cash. Each Fund will limit its investment
in repurchase agreements maturing in more than seven days consis-
tent with the Fund's policy on investment in illiquid securities.
Reverse A reverse repurchase agreement may for some purposes be considered
Repurchase borrowing that involves the sale of a security by a Fund and its
Agreements agreement to repurchase the instrument at a specified time and
And Other price. The Fund will segregate assets determined to be liquid by
Borrowings the Adviser or Portfolio Manager in accordance with procedures es-
tablished by the Board of Trustees to cover its obligations under
reverse repurchase agreements. Reverse repurchase agreements will
be subject to the Funds' limitations on borrowings. A Fund also
may borrow money for investment purposes subject to any policies
of the Fund currently described in this Prospectus or in the
Statement of Additional Information. Such a practice will result
in leveraging of a Fund's assets. Leverage will tend to exaggerate
the effect on net asset value of any increase or decrease in the
value of a Fund's portfolio and may cause a Fund to liquidate
portfolio positions when it would not be advantageous to do so.
Portfolio The length of time a Fund has held a particular security is not
Turnover generally a consideration in investment decisions. The investment
policies of a Fund may lead to frequent changes in the Fund's in-
vestments, particularly in periods of volatile market movements. A
change in the securities held by a Fund is known as "portfolio
turnover." High portfolio turnover (e.g., over 100%) involves cor-
respondingly greater expenses to a Fund, including brokerage com-
missions or dealer mark-ups and other transaction costs on the
sale of securities and reinvestments in other securities. See
"Management of the Trust--Portfolio Transactions." Such sales may
result in realization of taxable capital gains (including short-
term capital gains which are generally taxed at ordinary income
tax rates). See "Taxes." Portfolio turnover rates for fiscal 1998
and 1997 for the Renaissance, Growth, Target, Opportunity, Inter-
national, Innovation and Precious Metals Funds and for fiscal 1997
for the remaining Funds (other than the Tax-Efficient Equity and
Value 25 Funds) are set forth under "Financial Highlights." Port-
folio turnover rates for the remaining Funds for fiscal 1997 were
as follows: Balanced--199%; Equity Income--45%; Value--71%; Capi-
tal Appreciation--87%; Mid-Cap Growth--82%; and Small-Cap Value--
48%. The annual portfolio turnover rate for the Tax-Efficient Eq-
uity Fund is expected to be less than 40%. The annual portfolio
turnover rate for the Value 25 Fund is expected to be less than
150%.
Illiquid Each Fund may invest in securities that are illiquid so long as no
Securities more than 15% of the value of the Fund's net assets (taken at mar-
ket value at the time of investment) would be invested in such se-
curities. Certain illiquid securities may require pricing at fair
value as determined in good faith under the supervision of the
Board of Trustees. A Portfolio Manager may be subject to signifi-
cant delays in disposing of illiquid securities, and transactions
in illiquid securities may entail registration expenses and other
transaction costs that are higher than those for transactions in
liquid securities.
The term "illiquid securities" for this purpose means securi-
ties that cannot be disposed of within seven days in the ordinary
course of business at approximately the amount at which a Fund has
valued the securities. Illiquid securities are considered to in-
clude, among other things, written over-the-counter options, secu-
rities or other liquid assets being used as cover for such op-
tions, repurchase agreements with maturities in excess of seven
days, certain loan participation interests, fixed time deposits
which are not subject to prepayment or provide for withdrawal pen-
alties upon prepayment (other than overnight deposits), securities
that are subject to legal or contractual restrictions on resale
(such as privately placed debt securities), and other securities
which legally or in the Adviser's or a Portfolio Manager's opinion
may be deemed illiquid (not including securities issued pursuant
to Rule 144A under the Securities Act of 1933 and certain commer-
cial paper that the Adviser or a Portfolio Manager has determined
to be liquid under procedures approved by the Board of Trustees).
April , 1999 Prospectus 37
<PAGE>
Investment
in
InvestmentCompanies
The International Fund may invest up to 10% of its assets in secu-
rities of other investment companies, such as closed-end manage-
ment investment companies, or in pooled accounts or other invest-
ment vehicles which invest in foreign markets. As a shareholder of
an investment company, the International Fund may indirectly bear
service and other fees which are in addition to the fees the Fund
pays its service providers.
Credit and All fixed income securities are subject to market risk and credit
Market Risk risk. Market risk relates to market-induced changes in a
of security's value, usually as a result of changes in interest
FixedIncome rates. The value of a Fund's investments in fixed income securi-
Securities ties will change as the general level of interest rates fluctuate.
During periods of falling interest rates, the value of a Fund's
fixed income securities generally rise. Conversely, during periods
of rising interest rates, the value of a Fund's fixed income secu-
rities generally decline. Credit risk relates to the ability of
the issuer to make payments of principal and interest.
Service Many of the services provided to the Funds depend on the smooth
Systems -- functioning of computer systems. Many systems in use today cannot
Year 2000 distinguish between the year 1900 and the year 2000. Should any of
Problem the service systems fail to process information properly, that
could have an adverse impact on the Funds' operations and services
provided to shareholders. The Adviser, Distributor, Shareholder
Servicing and Transfer Agent, Custodian, and certain other service
providers to the Funds have reported that each is working toward
mitigating the risks associated with the so-called "year 2000
problem." However, there can be no assurance that the problem will
be corrected in all respects and that the Funds' operations and
services provided to shareholders will not be adversely affected,
nor can there be any assurance that the year 2000 problem will not
have an adverse effect on the entities whose securities are held
by the Funds or on domestic or global equity markets or economies,
generally.
"Fundamental"
Policies
The investment objective of each of the Renaissance, Tax-Efficient
Equity, Growth, Value 25, Target, Opportunity, International, In-
novation and Precious Metals Funds described in this Prospectus
may be changed by the Board of Trustees without shareholder ap-
proval. The investment objective of each other Fund is fundamental
and may not be changed without shareholder approval by vote of a
majority of the outstanding shares of that Fund. If there is a
change in a Fund's investment objective, including a change ap-
proved by shareholder vote, shareholders should consider whether
the Fund remains an appropriate investment in light of their then
current financial position and needs.
Performance Information
From time to time the Trust may make available certain information
about the performance of the Class A, Class B and Class C shares
of some or all of the Funds. Information about a Fund's perfor-
mance is based on that Fund's (or its predecessor's) record to a
recent date and is not intended to indicate future performance.
Performance information is computed separately for each Fund's
Class A, Class B and Class C shares in accordance with the formu-
las described below. Because Class B and Class C shares bear the
expense of the distribution fee attending the deferred sales
charge (Class B) and asset based sales charge (Class C) alterna-
tives and certain other expenses, it is expected that, under nor-
mal circumstances, the level of performance of a Fund's Class B
and Class C shares will be lower than that of the Fund's Class A
shares, although an investment in Class B or Class C shares is not
reduced by the front-end sales charge generally applicable to an
investment in Class A shares.
The total return of Class A, Class B and/or Class C shares of
all Funds may be included in advertisements or other written mate-
rial. When a Fund's total return is advertised with respect to its
Class A, Class B and/or Class C shares, it will be calculated for
the past year, the past five years, and the past ten years (or if
the Fund has been offered for a period shorter than one, five or
ten years, that period will be substituted) since the establish-
ment of the Fund or its predecessor series of PIMCO Advisors
Funds, as more fully described in the Statement of Additional In-
formation. For periods prior to the initial offering date of a
particular class of shares, total return presentations for the
class will be
38 PIMCO Funds: Multi-Manager Series
<PAGE>
based on the historical performance of an older class of the Fund
(if any) restated, as necessary, to reflect the current sales
charges (if any) associated with the newer class. The older class
to be used in each case is set forth in the Statement of Addi-
tional Information. For these purposes, the performance of the
older class will also be restated to reflect any different operat-
ing expenses (such as different administrative fees and/or 12b-
1/servicing fee charges) associated with the newer class. In cer-
tain cases, such a restatement will result in performance of the
newer class which is higher than if the performance of the older
class were not restated to reflect the different operating ex-
penses of the newer class. In such cases, the Trust's advertise-
ments will also, to the extent appropriate, show the lower perfor-
mance figure reflecting the actual operating expenses incurred by
the older class for periods prior to the initial offering date of
the newer class. Total return for each class is measured by com-
paring the value of an investment in the Fund at the beginning of
the relevant period (in the case of Class A shares, giving effect
to the maximum initial sales charge) to the redemption value of
the investment in the Fund at the end of the period (assuming im-
mediate reinvestment of any dividends or capital gains distribu-
tions at net asset value and giving effect to the deduction of the
maximum CDSC which would be payable). Total return may be adver-
tised using alternative methods that reflect all elements of re-
turn, but that may be adjusted to reflect the cumulative impact of
alternative fee and expense structures, such as the currently ef-
fective advisory and administrative fees for the Funds.
Quotations of yield for a Fund or class will be based on the
investment income per share (as defined by the Securities and Ex-
change Commission) during a particular 30-day (or one-month) pe-
riod (including dividends and interest), less expenses accrued
during the period ("net investment income"), and will be computed
by dividing net investment income by the maximum public offering
price per share on the last day of the period.
The Funds may also provide current distribution information to
their shareholders in shareholder reports or other shareholder
communications, or in certain types of sales literature provided
to prospective investors. Current distribution information for a
particular class of a Fund will be based on distributions for a
specified period (i.e., total dividends from net investment in-
come), divided by the relevant class net asset value per share on
the last day of the period and annualized. The rate of current
distributions does not reflect deductions for unrealized losses
from transactions in derivative instruments such as options and
futures, which may reduce total return. Current distribution rates
differ from standardized yield rates in that they represent what a
class of a Fund has declared and paid to shareholders as of the
end of a specified period rather than the Fund's actual net in-
vestment income for that period.
The Adviser and each Portfolio Manager may also report to
shareholders or to the public in advertisements concerning its
performance as adviser to clients other than the Funds, and on its
comparative performance or standing in relation to other money
managers. Such comparative information may be compiled or provided
by independent ratings services or by news organizations. Any per-
formance information, whether related to the Funds, the Adviser or
the Portfolio Managers, should be considered in light of the
Funds' investment objectives and policies, characteristics and
quality of the Funds' portfolios, and the market conditions during
the time period indicated, and should not be considered to be rep-
resentative of what may be achieved in the future.
Investment results of the Funds will fluctuate over time, and
any representation of the Funds' total return or yield for any
prior period should not be considered as a representation of what
an investor's total return or yield may be in any future period.
How to Buy Shares
Class A, Class B and Class C shares of each Fund of the Trust are
continuously offered through the Trust's principal underwriter,
PIMCO Funds Distributors LLC (the "Distributor"), and through
other firms which have dealer agreements with the Distributor
("participating brokers") or which have agreed to act as introduc-
ing brokers for the Distributor ("introducing brokers"). [Except
to the extent described under "Restrictions on Sales of and Ex-
changes for Shares of the Opportunity Fund" below, the Opportunity
Fund is closed to new investors.]
April , 1999 Prospectus 39
<PAGE>
There are two ways to purchase Class A, Class B or Class C
shares: either 1) through your dealer or broker which has a dealer
agreement with the Distributor; or 2) directly by mailing a PIMCO
Funds account application (an "account application") with payment,
as described below under the heading Direct Investment, to the
Distributor (if no dealer is named in the account application, the
Distributor may act as dealer).
Each Fund currently offers and sells three classes of shares in
this Prospectus (Class A, Class B and Class C). Shares may be pur-
chased at a price equal to their net asset value per share next
determined after receipt of an order, plus a sales charge which,
at the election of the purchaser, may be imposed either (i) at the
time of the purchase in the case of Class A shares (the "initial
sales charge alternative"), (ii) on a contingent deferred basis in
the case of Class B shares (the "deferred sales charge alterna-
tive"), or (iii) by the deduction of an ongoing asset based sales
charge in the case of Class C shares (the "asset based sales
charge alternative"). In certain circumstances, Class A and Class
C shares are also subject to a CDSC. See "Alternative Purchase Ar-
rangements." Purchase payments for Class B and Class C shares are
fully invested at the net asset value next determined after ac-
ceptance of the trade. Purchase payments for Class A shares, less
the applicable sales charge, are invested at the net asset value
next determined after acceptance of the trade.
All purchase orders received by the Distributor prior to the
close of regular trading (normally 4:00 p.m., Eastern time) on the
New York Stock Exchange (the "Exchange"), on a regular business
day, are processed at that day's offering price. However, orders
received by the Distributor from dealers or brokers after the of-
fering price is determined that day will receive such offering
price if the orders were received by the dealer or broker from its
customer prior to such determination and were transmitted to and
received by the Distributor prior to its close of business that
day (normally 5:00 p.m., Eastern time) or, in the case of certain
retirement plans, received by the Distributor prior to 9:30 a.m.,
Eastern time on the next business day. Purchase orders received on
other than a regular business day will be executed on the next
succeeding regular business day. The Distributor, in its sole dis-
cretion, may accept or reject any order for purchase of Fund
shares. The sale of shares will be suspended during any period in
which the Exchange is closed for other than weekends or holidays,
or if permitted by the rules of the Securities and Exchange Com-
mission, when trading on the Exchange is restricted or during an
emergency which makes it impracticable for the Funds to dispose of
their securities or to determine fairly the value of their net as-
sets, or during any other period as permitted by the Securities
and Exchange Commission for the protection of investors.
Except for purchases through the PIMCO Funds Auto-Invest plan,
the PIMCO Funds Auto-Exchange plan, investments pursuant to the
Uniform Gifts to Minors Act, and tax-qualified and wrap programs
referred to below under "Tax-Qualified Retirement Plans" and
"Sales at Net Asset Value," the minimum initial investment in
Class A, Class B or Class C shares of any Fund of the Trust or any
series of PIMCO Funds: Pacific Investment Management Series is
$2,500, and the minimum additional investment is $100 per Fund.
For information about dealer commissions, see "Alternative Pur-
chase Arrangements" below. Persons selling Fund shares may receive
different compensation for selling Class A, Class B or Class C
shares. Normally, Fund shares purchased through participating bro-
kers are held in the investor's account with that broker. No share
certificates will be issued unless specifically requested in writ-
ing by an investor or broker-dealer.
Direct Investors who wish to invest in Class A, Class B or Class C shares
Investment of the Trust directly, rather than through a participating broker,
may do so by opening an account with the Distributor. To open an
account, an investor should complete the account application. All
shareholders who open direct accounts with the Distributor will
receive from the Distributor individual confirmations of each pur-
chase, redemption, dividend reinvestment, exchange or transfer of
Trust shares, including the total number of Trust shares owned as
of the confirmation date, except that purchases which result from
the reinvestment of daily-accrued dividends and/or distributions
will be confirmed once each calendar quarter. See "Distributions"
below. Information regarding direct investment or any other fea-
tures or plans offered by the Trust may be obtained by calling the
Distributor at 1-800-426-0107 or by calling your broker.
40 PIMCO Funds: Multi-Manager Series
<PAGE>
Purchase by Investors who wish to invest directly may send a check payable to
Mail PIMCO Funds Distributors LLC, along with a completed application
form to:
PIMCO Funds Distributors LLC
P.O. Box 9688
Providence, RI 02940-0926
Purchases are accepted subject to collection of checks at full
value and conversion into federal funds. Payment by a check drawn
on any member of the Federal Reserve System can normally be con-
verted into federal funds within two business days after receipt
of the check. Checks drawn on a non-member bank may take up to 15
days to convert into federal funds. In all cases, the purchase
price is based on the net asset value next determined after the
purchase order and check are accepted, even though the check may
not yet have been converted into federal funds.
Subsequent Subsequent purchases of Class A, Class B or Class C shares can be
Purchases made as indicated above by mailing a check with a letter describ-
of Shares ing the investment or with the additional investment portion of a
confirmation statement. Except for subsequent purchases through
the PIMCO Funds Auto-Invest plan, the PIMCO Funds Auto-Exchange
plan, tax-qualified programs and PIMCO Funds Fund Link referred to
below, and except during periods when an Automatic Withdrawal Plan
is in effect, the minimum subsequent purchase is $100 in any Fund.
All payments should be made payable to PIMCO Funds Distributors
LLC and should clearly indicate the shareholder's account number.
Checks should be mailed to the address above under "Purchase by
Mail."
Tax-
Qualified The Distributor makes available retirement plan services and docu-
Retirement ments for Individual Retirement Accounts (IRAs), including Roth
Plans IRAs, for which Boston Safe Deposit & Trust Company serves as
trustee and for IRA Accounts established with Form 5305-SIMPLE un-
der the Internal Revenue Code of 1986, as amended (the "Code").
These accounts include Simplified Employee Pension Plan (SEP) and
Salary Reduction Simplified Employee Pension Plan (SAR/SEP) IRA
accounts and prototype documents. In addition, prototype documents
are available for establishing 403(b)(7) custodial accounts with
Boston Safe Deposit & Trust Company as custodian. This type of
plan is available to employees of certain non-profit organiza-
tions.
The Distributor also makes available prototype documents for
establishing Money Purchase and/or Profit Sharing Plans and 401(k)
Retirement Savings Plans. These prototype plans require certain
minimum per participant account sizes and certain minimum aggre-
gate investments in the Trust, but are not subject to the small
account fees described below that will apply to other plans. In-
vestors should call the Distributor at 1-800-426-0107 for further
information about these plans and should consult with their own
tax advisers before establishing any retirement plan. Investors
who maintain their accounts with participating brokers should con-
sult their broker about similar types of accounts that may be of-
fered through the broker. The minimum initial investment for all
tax-qualified plans (except for employer-sponsored plans, SIMPLE
IRAs, SEPs and SAR/SEPs) is $1,000 per Fund and the minimum subse-
quent investment is $100. The minimum initial investment for em-
ployer-sponsored plans, SIMPLE IRAs, SEPs and SAR/SEPs and the
minimum subsequent investment per Fund for all such plans is $50.
PIMCO Funds The PIMCO Funds Auto-Invest plan provides for periodic investments
Auto-Invest into the shareholder's account with the Trust by means of auto-
matic transfers of a designated amount from the shareholder's bank
account. The minimum investment for eligibility in the PIMCO Funds
Auto-Invest plan is $1,000 per Fund. Investments may be made
monthly or quarterly, and may be in any amount subject to a mini-
mum of $50 per month for each Fund in which shares are purchased
through the plan. Further information regarding the PIMCO Funds
Auto-Invest plan is available from the Distributor or participat-
ing brokers. You may enroll by completing the appropriate section
on the account application, or you may obtain an Auto-Invest ap-
plication by calling the Distributor or your broker.
April , 1999 Prospectus 41
<PAGE>
PIMCO Funds Fund Link ("Fund Link") connects your Fund account
with a bank account. Fund Link may be used for subsequent pur-
chases and for redemptions and other transactions described under
"How to Redeem." Purchase transactions are effected by electronic
funds transfers from the shareholder's account at a U.S. bank or
other financial institution that is an Automated Clearing House
("ACH") member. Investors may use Fund Link to make subsequent
purchases of shares in amounts from $50 to $10,000. To initiate
such purchases, call 1-800-426-0107. All such calls will be re-
corded. Fund Link is normally established within 45 days of re-
ceipt of a Fund Link application by First Data Investor Services
Group, Inc. (the "Transfer Agent"). The minimum investment by Fund
Link is $50 per Fund. Shares will be purchased on the regular
business day the Distributor receives the funds through the ACH
system, provided the funds are received before the close of regu-
lar trading on the Exchange. If the funds are received after the
close of regular trading, the shares will be purchased on the next
regular business day.
PIMCO Funds
Auto- The PIMCO Funds Auto-Exchange plan establishes regular, periodic
Exchange exchanges from one Fund to another Fund or to another series of
the Trust or PIMCO Funds: Pacific Investment Management Series
which offers Class A, Class B or Class C shares. The plan provides
for regular investments into a shareholder's account in a specific
Fund by means of automatic exchanges of a designated amount from
another Fund account of the same class of shares and with identi-
cal account registration. [Exchanges for shares of the Opportunity
Fund are currently restricted to the extent provided under "Re-
strictions on Sales of and Exchanges for Shares of the Opportunity
Fund" below.]
Exchanges may be made monthly or quarterly, and may be in any
amount subject to a minimum of $1,000 to open a new Fund account
and of $50 for any existing Fund account for which shares are pur-
chased through the plan. Further information regarding the PIMCO
Funds Auto-Exchange plan is available from the Distributor at 1-
800-426-0107 or participating brokers. You may enroll by complet-
ing an application which may be obtained from the Distributor or
by telephone request at 1-800-426-0107. For more information on
exchanges, see "Exchange Privilege."
Fund Link privileges must be requested on the account applica-
tion. To establish Fund Link on an existing account, complete a
Fund Link application, which is available from the Distributor or
your broker, with signatures guaranteed from all shareholders of
record for the account. See "Signature Guarantee" below. Such
privileges apply to each shareholder of record for the account un-
less and until the Distributor receives written instructions from
a shareholder of record canceling such privileges. Changes of bank
account information must be made by completing a new Fund Link ap-
plication signed by all owners of record of the account, with all
signatures guaranteed. The Distributor, the Transfer Agent and the
Fund may rely on any telephone instructions believed to be genuine
and will not be responsible to shareholders for any damage, loss
or expenses arising out of such instructions. The Fund reserves
the right to amend, suspend or discontinue Fund Link privileges at
any time without prior notice. Fund Link does not apply to shares
held in broker "street name" accounts.
PIMCO Funds
Fund Link
[Restrictions on Sales of and Exchanges for Shares of the Opportu-
nity Fund Shares of the Opportunity Fund are normally not avail-
able for purchase by new investors in the Fund. However, in 1997,
the Opportunity Fund began offering Class A and Class C shares to
new investors (the "Offering") on a limited basis. With the excep-
tion of certain benefit plans not currently eligible to acquire
Opportunity Fund shares, all investors eligible to purchase shares
of other Funds may participate in the Offering. Existing Class A
shareholders and Class C shareholders of other series of the Trust
or series of PIMCO Funds: Pacific Investment Management Series may
purchase shares or acquire Opportunity Fund shares during the Of-
fering by exchanging their Class A or Class C shares for the same
class of Opportunity Fund shares in the manner described under
"Exchange Privilege" below. The Offering will continue in effect
until it is modified or terminated at the sole discretion of the
Trust. Upon termination of the Offering, the Opportunity Fund will
again be closed to new investors. For additional information re-
garding the terms of the Offering, please contact the Distributor
(at 1-800-426-0107) or your broker.
Except to the extent described above, shares of the Opportunity
Fund are not available for purchase by new investors in the Fund.
The following categories of existing shareholders will still be
permitted to purchase additional
42 PIMCO Funds: Multi-Manager Series
<PAGE>
shares of the Fund upon termination of the Offering: (i) share-
holders who owned shares of the Opportunity Fund on December 31,
1992 will be permitted to purchase additional shares of the Fund
for as long as they continue to own shares of the Fund; (ii) par-
ticipants in any self-directed qualified benefit plan (for exam-
ple, 401(k) plans, 403(b) custodial accounts and Keogh plans, but
not IRAs or SEP IRAs) that owned Opportunity Fund shares on March
1, 1993 for any single plan participant will be eligible to direct
the purchase of the Fund's shares by their plan account for so
long as the plan continues to own shares of the Fund for any sin-
gle plan participant; and (iii) shareholders who acquired shares
during the Offering will be permitted to purchase additional
shares of the Fund for as long as they continue to own shares of
the Fund. Upon termination of the Offering, in the event a share-
holder redeems all of his or her shares of the Opportunity Fund,
or all participants in a self-directed qualified benefit plan de-
scribed above redeem their shares of the Opportunity Fund, such
shareholder, or the participants in such plan, will no longer be
eligible to purchase shares of the Opportunity Fund. The Opportu-
nity Fund does not offer Class B shares to new or existing invest-
ors.
Except pursuant to the Offering, shareholders of other Funds
are not permitted to exchange any of their shares for Opportunity
Fund shares unless the shareholders are independently eligible to
purchase Opportunity Fund shares because they already owned such
shares of the Fund on December 31, 1992 (March 1, 1993, in the
case of the self-directed qualified benefit plans described above)
or acquired such shares during the Offering.
The Trust reserves the right at any time to modify these re-
strictions, including the suspension of all sales of Opportunity
Fund shares or the lifting of restrictions on different classes of
investors and/or transactions.]
Signature When a signature guarantee is called for, the shareholder should
Guarantee have "Signature Guaranteed" stamped under his signature and guar-
anteed by any of the following entities: U.S. banks, foreign banks
having a U.S. correspondent bank, credit unions, savings associa-
tions, U.S. registered dealers and brokers, municipal securities
dealers and brokers, government securities dealers and brokers,
national securities exchanges, registered securities associations
and clearing agencies (each an "Eligible Guarantor Institution").
The Distributor reserves the right to reject any signature guaran-
tee pursuant to its written signature guarantee standards or pro-
cedures, which may be revised in the future to permit it to reject
signature guarantees from Eligible Guarantor Institutions that do
not, based on credit guidelines, satisfy such written standards or
procedures. The Trust may change the signature guarantee require-
ments from time to time upon notice to shareholders, which may be
given by means of a new or supplemented Prospectus.
Account Changes in registration or account privileges may be made in writ-
Registrationing to the Transfer Agent. Signature guarantees may be required.
Changes See "Signature Guarantee" above. All correspondence must include
the account number and must be sent to:
PIMCO Funds Distributors LLC
P.O. Box 9688
Providence, RI 02940-0926
Small Because of the disproportionately high costs of servicing accounts
Account Fee with low balances, a fee at an annual rate of $16, paid to PIMCO
Advisors, the Funds' administrator, will automatically be deducted
from direct accounts with balances falling below a minimum level.
The valuation of accounts and the deduction are expected to take
place during the last five business days of each calendar quarter.
The fee will be deducted in quarterly installments from accounts
with balances below $2,500 except for Uniform Gift to Minors, IRA,
Roth IRA and Auto-Invest accounts, for which the limit is $1,000.
Effective April 1, 1999, except for prototype plans described
above, the fee will apply to employer-sponsored retirement plan
accounts, Money Purchase and/or Profit Sharing plans, 401(k)
plans, 403(b)(7) custodial accounts, SIMPLE IRAs, SEPs and
SAR/SEPs. (A separate custodial fee may apply to IRAs, Roth IRAs
and other retirement accounts.) No fee will be charged on any ac-
count of a shareholder if the aggregate value of all of the
April , 1999 Prospectus 43
<PAGE>
shareholder's accounts is at least $50,000. No small account fee
will be charged to employee and employee-related accounts of PIMCO
Advisors and/or its affiliates.
Minimum Due to the relatively high cost to the Funds of maintaining small
Account accounts, you are asked to maintain an account balance of at least
Size the amount necessary to open the type of account involved. If your
balance is below such minimum for three months or longer, the
Funds' administrator shall have the right (except in the case of
employer-sponsored retirement accounts) to close your account af-
ter giving you 60 days in which to increase your balance. Your ac-
count will not be liquidated if the reduction in size is due
solely to market decline in the value of your Fund shares or if
the aggregate value of all your accounts in PIMCO Funds exceeds
$50,000.
Alternative Purchase Arrangements
The Trust offers investors three classes of shares in this Pro-
spectus (Class A, Class B and Class C) which bear sales charges in
different forms and amounts and which bear different levels of ex-
penses. Through separate prospectuses, certain of the Funds cur-
rently offer up to three additional classes of shares, Class D,
Institutional Class and Administrative Class shares. Class D
shares are offered through financial intermediaries. Institutional
Class and Administrative Class shares are offered to pension and
profit sharing plans, employee benefit trusts, endowments, founda-
tions, corporations and other high net worth individuals. Class D,
Institutional Class and Administrative Class shares are sold with-
out a sales charge and have different expenses than Class A, Class
B and Class C shares. As a result of lower sales charges and/or
operating expenses, Class D, Institutional Class and Administra-
tive Class shares are generally expected to achieve higher invest-
ment returns than Class A, Class B or Class C shares. To obtain
more information about the other classes of shares, please call
the Distributor at 1-800-927-4648 (for Institutional and Adminis-
trative Classes) or 1-888-87-PIMCO (for Class D).
The alternative purchase arrangements offered in this Prospec-
tus are designed to enable a retail investor to choose the method
of purchasing Fund shares that is most beneficial to the investor
based on all factors to be considered, which include: the amount
and intended length of the investment; the particular Fund; and
whether the investor intends to exchange shares for shares of
other Funds. Generally, when making an investment decision, in-
vestors should consider the anticipated life of an intended in-
vestment in the Funds, the accumulated distribution and servicing
fees plus CDSCs on Class B or Class C shares, the initial sales
charge plus accumulated servicing fees on Class A shares (plus a
CDSC in certain circumstances), the possibility that the antici-
pated higher return on Class A shares due to the lower ongoing
charges will offset the initial sales charge paid on such shares,
the automatic conversion of Class B shares to Class A shares and
the difference in the CDSCs applicable to Class A, Class B and
Class C shares.
Class A The initial sales charge alternative (Class A) might be
preferred by investors purchasing shares of sufficient aggregate
value to qualify for reductions in the initial sales charge appli-
cable to such shares. Similar reductions are not available on the
contingent deferred sales charge alternative (Class B) or the as-
set based sales charge alternative (Class C). Class A shares are
subject to a servicing fee but are not subject to a distribution
fee and, accordingly, such shares are expected to pay correspond-
ingly higher dividends on a per share basis. However, because ini-
tial sales charges are deducted at the time of purchase, not all
of the purchase payment for Class A shares is invested initially.
Class B and Class C shares might be preferable to investors who
wish to have all purchase payments invested initially, although
remaining subject to higher distribution and servicing fees and,
for certain periods, being subject to a CDSC. An investor who
qualifies for an elimination of the Class A initial sales charge
should also consider whether he or she anticipates redeeming
shares in a time period which will subject such shares to a CDSC
as described below. See "Initial Sales Charge Alternative--Class A
Shares--Class A Deferred Sales Charge" below.
44 PIMCO Funds: Multi-Manager Series
<PAGE>
Class B Class B shares might be preferred by investors who intend
to invest in the Funds for longer periods and who do not intend to
purchase shares of sufficient aggregate value to qualify for sales
charge reductions applicable to Class A shares. Both Class B and
Class C shares can be purchased at net asset value without an ini-
tial sales charge. However, unlike Class C shares, Class B shares
convert into Class A shares after the shares have been held for
seven years. After the conversion takes place, the shares will no
longer be subject to a CDSC, and will be subject to the servicing
fees charged for Class A shares which are lower than the distribu-
tion and servicing fees charged on either Class B or Class C
shares. See "Deferred Sales Charge Alternative--Class B Shares"
below. Class B shares are not available for purchase by employer
sponsored retirement plans.
Class C Class C shares might be preferred by investors who intend
to purchase shares which are not of sufficient aggregate value to
qualify for Class A sales charges of 1% or less and who wish to
have all purchase payments invested initially. Class C shares are
preferable to Class B shares for investors who intend to maintain
their investment for intermediate periods and therefore may also
be preferable for investors who are unsure of the intended length
of their investment. Unlike Class B shares, Class C shares are not
subject to a CDSC after they have been held for one year and are
subject to only a 1% CDSC during the first year. However, because
Class C shares do not convert into Class A shares, Class B shares
are preferable to Class C shares for investors who intend to main-
tain their investment in the Funds for long periods. See "Asset
Based Sales Charge Alternative--Class C Shares" below.
In determining which class of shares to purchase, an investor
should always consider whether any waiver or reduction of a sales
charge or a CDSC is available. See generally "Initial Sales Charge
Alternative--Class A Shares" and "Waiver of Contingent Deferred
Sales Charges" below.
The maximum single purchase of Class B shares of the Trust and
series of PIMCO Funds: Pacific Investment Management Series ac-
cepted is $249,999. The maximum single purchase of Class C shares
of the Trust and series of PIMCO Funds: Pacific Investment Manage-
ment Series accepted is $999,999. The Funds may refuse any order
to purchase shares.
For a description of the Distribution and Servicing Plans and
distribution and servicing fees payable thereunder with respect to
Class A, Class B and Class C shares, see "Distributor and Distri-
bution and Servicing Plans" below.
Waiver of Contingent Deferred Sales Charges The CDSC applicable to
Class A and Class C shares is currently waived for (i) any partial
or complete redemption in connection with (a) required minimum
distributions to IRA account owners or beneficiaries who are age
70 1/2 or older or (b) distributions to participants in employer-
sponsored retirement plans upon attaining age 59 1/2 or on account
of death or disability; (ii) any partial or complete redemption in
connection with a qualifying loan or hardship withdrawal from an
employer sponsored retirement plan; (iii) any complete redemption
in connection with a distribution from a qualified employer re-
tirement plan in connection with termination of employment or ter-
mination of the employer's plan and the transfer to another em-
ployer's plan or to an IRA (with the exception of a Roth IRA);
(iv) any partial or complete redemption following death or dis-
ability (as defined in the Code) of a shareholder (including one
who owns the shares as joint tenant with his or her spouse) from
an account in which the deceased or disabled is named, provided
the redemption is requested within one year of the death or ini-
tial determination of disability; (v) any redemption resulting
from a return of an excess contribution to a qualified employer
retirement plan or an IRA (with the exception of a Roth IRA); (vi)
up to 10% per year of the value of an account which (a) has the
value of at least $10,000 at the start of such year and (b) is
subject to an Automatic Withdrawal Plan; (vii) redemptions by
Trustees, officers and employees of the Trust, and by directors,
officers and employees of the Distributor and the Adviser; (viii)
redemptions effected pursuant to a Fund's right to involuntarily
redeem a shareholder's account if the aggregate net asset value of
shares held in such shareholder's account is less than a minimum
account size specified in such Fund's prospectus; (ix) involuntary
redemptions caused by operation of law; (x) redemption of shares
of any Fund that is combined with another Fund, investment compa-
ny,
November 1, 1998 Prospectus 45
<PAGE>
or personal holding company by virtue of a merger, acquisition or
other similar reorganization transaction; (xi) redemptions by a
shareholder who is a participant making periodic purchases of not
less than $50 through certain employer sponsored savings plans
that are clients of a broker-dealer with which the Distributor has
an agreement with respect to such purchases; (xii) redemptions ef-
fected by trustees or other fiduciaries who have purchased shares
for employer sponsored plans, the trustee, administrator, fiducia-
ry, broker, trust company or registered investment adviser for
which has an agreement with the Distributor with respect to such
purchases; or (xiii) redemptions in connection with IRA accounts
established with Form 5305-SIMPLE under the Code for which the
Trust is the designated financial institution.
The CDSC applicable to Class B shares is currently waived for
any partial or complete redemption in each of the following cases:
(a) in connection with required minimum distributions to IRA ac-
count owners or to plan participants or beneficiaries who are age
70 1/2 or older; (b) following death or disability (as defined in
the Code) of a shareholder (including one who owns the shares as
joint tenant with his or her spouse) from an account in which the
deceased or disabled is named, provided the redemption is re-
quested within one year of the death or initial determination of
disability; and (c) up to 10% per year of the value of an account
which (i) has a value of at least $100,000 at the start of such
year and (ii) is subject to an Automatic Withdrawal Plan. See "How
to Redeem--Automatic Withdrawal Plan."
The Distributor may require documentation prior to waiver of
the CDSC for any class, including distribution letters, certifica-
tion by plan administrators, applicable tax forms, death certifi-
cates, physicians' certificates, etc.
Initial
Sales
Charge
Alternative --
Class A
Shares
Class A shares are sold at a public offering price equal to their
net asset value per share plus a sales charge, as set forth below.
As indicated below under "Class A Deferred Sales Charge," certain
investors that purchase $1,000,000 or more of any Fund's Class A
shares (and thus pay no initial sales charge) may be subject to a
1% CDSC if they redeem such shares during the first 18 months af-
ter their purchase.
All Funds
<TABLE>
<CAPTION>
Discount or
Sales Charge as Sales Charge Commission to
Amount of % of Net as % of Public Dealers as % of
Purchase Amount Invested Offering Price Public Offering Price
----------------------------------------------------------------------
<S> <C> <C> <C>
$0 - $49,999 5.82% 5.50% 4.75%
----------------------------------------------------------------------
$50,000 - $99,999 4.71% 4.50% 4.00%
----------------------------------------------------------------------
$100,000 - $249,999 3.63% 3.50% 3.00%
----------------------------------------------------------------------
$250,000 - $499,999 2.56% 2.50% 2.00%
----------------------------------------------------------------------
$500,000 - $999,999 2.04% 2.00% 1.75%
----------------------------------------------------------------------
$1,000,000+ 0.00%(/1/) 0.00%(/1/) 0.75%(/2/)
</TABLE>
1. As shown, investors that purchase more than $1,000,000 of any
Fund's Class A shares will not pay any initial sales charge on
such purchase. However, purchasers of $1,000,000 or more of Class
A shares (other than those purchasers described below under "Sales
at Net Asset Value" where no commission is paid) will be subject
to a CDSC of 1% if such shares are redeemed during the first 18
months after such shares are purchased unless such purchaser is
eligible for a waiver of the CDSC as described under "Waiver of
Contingent Deferred Sales Charges" above. See "Class A Deferred
Sales Charge" below.
2. The Distributor will pay a commission to dealers who sell
amounts of $1,000,000 or more of Class A shares (or who sell Class
A shares at net asset value to certain employer-sponsored plans as
outlined in "Sales at Net Asset Value" below) of each Fund accord-
ing to the following schedule: 0.75% of the first $2,000,000,
0.50% of amounts from $2,000,001 to $5,000,000, and 0.25% of
amounts over $5,000,000.
Each Fund receives the entire net asset value of its Class A
shares purchased by investors. The Distributor receives the sales
charge shown above less any applicable discount or commission
"reallowed" to participating brokers in the amounts indicated in
the table above. The Distributor may, however, elect to reallow
the entire sales charge to participating brokers for all sales
with respect to which orders are placed with the Distributor for
any particular Fund
46 PIMCO Funds: Multi-Manager Series
<PAGE>
during a particular period. During such periods as may from time
to time be designated by the Distributor, the Distributor will pay
an additional amount of up to 0.50% of the purchase price on sales
of Class A shares of all or selected Funds purchased to each par-
ticipating broker which obtains purchase orders in amounts exceed-
ing thresholds established from time to time by the Distributor.
From time to time, the Distributor, its parent and/or its affili-
ates may make additional payments to one or more participating
brokers based upon factors such as the level of sales or the
length of time clients' assets have remained in the Trust.
Shares issued pursuant to the automatic reinvestment of income
dividends or capital gains distributions are issued at net asset
value and are not subject to any sales charges.
Under the circumstances described below, investors may be enti-
tled to pay reduced sales charges for Class A shares.
Combined Purchase Privilege Investors may qualify for a reduced
sales charge by combining purchases of the Class A shares of one
or more Funds or other series of the Trust or of PIMCO Funds: Pa-
cific Investment Management Series which offer Class A shares (to-
gether, "eligible PIMCO Funds") into a "single purchase," if the
resulting purchase totals at least $50,000. The term single pur-
chase refers to:
(i) a single purchase by an individual, or concurrent pur-
chases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his or her spouse
and their children under the age of 21 years purchasing
Class A shares of the eligible PIMCO Funds for his, her or
their own account;
(ii) a single purchase by a trustee or other fiduciary pur-
chasing shares for a single trust, estate or fiduciary
account although more than one beneficiary is involved;
or
(iii) a single purchase for the employee benefit plans of a
single employer.
For further information, call the Distributor at 1-800-426-
0107 or your broker.
Cumulative Quantity Discount (Right of Accumulation) A purchase of
additional Class A shares of any eligible PIMCO Fund may qualify
for a Cumulative Quantity Discount at the rate applicable to the
discount bracket obtained by adding:
(i) the investor's current purchase;
(ii) the value (at the close of business on the day of the
current purchase) of all Class A shares of any eligible
PIMCO Fund held by the investor computed at the maximum
offering price; and
(iii) the value of all shares described in paragraph (ii)
owned by another shareholder eligible to be combined
with the investor's purchase into a "single purchase" as
defined above under "Combined Purchase Privilege."
For example, if you owned Class A shares of the Equity Income
Fund worth $25,000 at the current maximum offering price and
wished to purchase Class A shares of the Growth Fund worth an ad-
ditional $30,000, the sales charge for the $30,000 purchase would
be at the 4.50% rate applicable to a single $55,000 purchase of
shares of the Growth Fund, rather than the 5.50% rate.
Letter of Intent An investor may also obtain a reduced sales
charge by means of a written Letter of Intent, which expresses an
intention to invest not less than $50,000 within a period of 13
months in Class A shares of any eligible PIMCO Fund(s). Each pur-
chase of shares under a Letter of Intent will be made at the pub-
lic offering price or prices applicable at the time of such pur-
chase to a single transaction of the dollar amount indicated in
the Letter. At the investor's option, a Letter of Intent may in-
clude purchases of Class A shares of any eligible PIMCO Fund made
not more than 90 days prior to the date the Letter of Intent is
signed; however, the 13-month period during which the Letter is in
effect will begin on the date of the earliest purchase to be in-
cluded and the sales charge on any purchases prior to the Letter
will not be adjusted.
Investors qualifying for the Combined Purchase Privilege de-
scribed above may purchase shares of the eligible PIMCO Funds un-
der a single Letter of Intent. For example, if at the time you
sign a Letter of Intent to invest at least
April , 1999 Prospectus 47
<PAGE>
$100,000 in Class A shares of any Fund, you and your spouse each
purchase Class A shares of the Growth Fund worth $30,000 (for a
total of $60,000), it will only be necessary to invest a total of
$40,000 during the following 13 months in Class A shares of any of
the Funds to qualify for the 3.50% sales charge on the total
amount being invested (the sales charge applicable to an invest-
ment of $100,000 in any of the Funds).
A Letter of Intent is not a binding obligation to purchase the
full amount indicated. The minimum initial investment under a Let-
ter of Intent is 5% of such amount. Shares purchased with the
first 5% of such amount will be held in escrow (while remaining
registered in your name) to secure payment of the higher sales
charge applicable to the shares actually purchased in the event
the full intended amount is not purchased. If the full amount in-
dicated is not purchased, a sufficient amount of such escrowed
shares will be involuntarily redeemed to pay the additional sales
charge applicable to the amount actually purchased, if necessary.
Dividends on escrowed shares, whether paid in cash or reinvested
in additional eligible PIMCO Fund shares, are not subject to es-
crow. When the full amount indicated has been purchased, the es-
crow will be released.
If you wish to enter into a Letter of Intent in conjunction
with your initial investment in Class A shares of a Fund, you
should complete the appropriate portion of the account applica-
tion. If you are a current Class A shareholder desiring to do so
you may obtain a form of Letter of Intent by contacting the Dis-
tributor at 1-800-426-0107 or any broker participating in this
program.
Reinstatement Privilege A Class A shareholder who has caused any
or all of his shares to be redeemed may reinvest all or any por-
tion of the redemption proceeds in Class A shares of any eligible
PIMCO Fund at net asset value without any sales charge, provided
that such reinvestment is made within 120 calendar days after the
redemption or repurchase date. Shares are sold to a reinvesting
shareholder at the net asset value next determined. See "How Net
Asset Value is Determined." A reinstatement pursuant to this priv-
ilege will not cancel the redemption transaction and, consequent-
ly, any gain or loss so realized may be recognized for federal tax
purposes except that no loss may be recognized to the extent that
the proceeds are reinvested in shares of the same Fund within 30
days. The reinstatement privilege may be utilized by a shareholder
only once, irrespective of the number of shares redeemed, except
that the privilege may be utilized without limit in connection
with transactions whose sole purpose is to transfer a sharehold-
er's interest in a Fund to his Individual Retirement Account or
other qualified retirement plan account. An investor may exercise
the reinstatement privilege by written request sent to the Dis-
tributor or to the investor's broker.
Sales at Net Asset Value Each Fund may sell its Class A shares at
net asset value without a sales charge to (a) current or retired
officers, trustees, directors or employees of the Trust, the Ad-
viser or the Distributor, a parent, brother or sister of any such
officer, trustee, director or employee or a spouse or child of any
of the foregoing persons, or any trust, profit sharing or pension
plan for the benefit of any such person and to any other person if
the Distributor anticipates that there will be minimal sales ex-
penses associated with the sale, (b) current or retired trustees
of PIMCO Funds: Pacific Investment Management Series, a registered
investment company for which Pacific Investment Management, an af-
filiate of the Adviser, acts as investment adviser, (c) current
registered representatives and other full-time employees of par-
ticipating brokers or such persons' spouses or for trust or custo-
dial accounts for their minor children, (d) trustees or other fi-
duciaries purchasing shares for certain plans sponsored by employ-
ers, professional organizations or associations or charitable or-
ganizations, the trustee, administrator, fiduciary, broker, trust
company or registered investment adviser for which has an agree-
ment with the Distributor with respect to such purchases (includ-
ing provisions related to minimum levels of investment in the
Trust), and to participants in such plans and their spouses pur-
chasing for their account(s) or IRAs (with the exception of Roth
IRAs), (e) participants investing through accounts known as "wrap
accounts" established with brokers or dealers approved by the Dis-
tributor where such brokers or dealers are paid a single, inclu-
sive fee for brokerage and investment management services, (f)
client accounts of broker-dealers or registered investment advis-
ers affiliated with such broker-dealers with which the Distributor
has an agreement for the use of PIMCO Funds: Multi-Manager Series
in particular investment products or programs, and (g) accounts
for
48 PIMCO Funds: Multi-Manager Series
<PAGE>
which a trust company affiliated with the Trust or the Adviser
serves as trustee or custodian. As described above, the Distribu-
tor will not pay any initial commission to dealers upon the sale
of Class A shares to the purchasers described in this paragraph
except for sales to purchasers described under (d) in this para-
graph.
Notification of Distributor An investor or participating broker
must notify the Distributor whenever a quantity discount or re-
duced sales charge is applicable to a purchase and must provide
the Distributor with sufficient information at the time of pur-
chase to verify that each purchase qualifies for the privilege or
discount. Upon such notification, the investor will receive the
lowest applicable sales charge. The quantity discounts described
above may be modified or terminated at any time.
Class A Deferred Sales Charge For all Funds, investors who pur-
chase $1,000,000 or more of Class A shares (and, thus, purchase
such shares without any initial sales charge) may be subject to a
1% CDSC (the "Class A CDSC") if such shares are redeemed within 18
months of their purchase. The Class A CDSC does not apply to in-
vestors purchasing $1,000,000 or more of any Fund's Class A shares
if such investors are otherwise eligible to purchase Class A
shares without any sales charge because they are described under
"Sales at Net Asset Value" above.
For purchases subject to the Class A CDSC, a 1% CDSC will apply
for any redemption of such Class A shares that occurs within 18
months of their purchase. No CDSC will be imposed if the shares
redeemed have been acquired through the reinvestment of dividends
or capital gains distributions or if the amount redeemed is de-
rived from increases in the value of the account above the amount
of purchase payments subject to the CDSC. In determining whether a
CDSC is payable, it is assumed that Class A shares acquired
through the reinvestment of dividends and distributions are re-
deemed first, and thereafter that Class A shares that have been
held by an investor for the longest period of time are redeemed
first.
The Class A CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges." For more
information about the Class A CDSC, call the Distributor at 1-800-
426-0107.
Participating Brokers Investment dealers and other financial in-
termediaries provide varying arrangements for their clients to
purchase and redeem Fund shares. Some may establish higher minimum
investment requirements than set forth above. Firms may arrange
with their clients for other investment or administrative services
and may independently establish and charge transaction fees and/or
other additional amounts to their clients for such services, which
charges would reduce clients' return. Firms also may hold Fund
shares in nominee or street name as agent for and on behalf of
their customers. In such instances, the Trust's transfer agent
will have no information with respect to or control over accounts
of specific shareholders. Such shareholders may obtain access to
their accounts and information about their accounts only from
their broker. In addition, certain privileges with respect to the
purchase and redemption of shares or the reinvestment of dividends
may not be available through such firms. Some firms may partici-
pate in a program allowing them access to their clients' accounts
for servicing including, without limitation, transfers of regis-
tration and dividend payee changes; and may perform functions such
as generation of confirmation statements and disbursement of cash
dividends. This Prospectus should be read in connection with such
firms' material regarding their fees and services.
Deferred
SalesCharge Alternative
- -- Class B
Shares
Class B shares are sold at their current net asset value without
any initial sales charge. The full amount of an investor's pur-
chase payment will be invested in shares of the Fund(s) selected.
A CDSC will be imposed on Class B shares if an investor redeems an
amount which causes the current value of the investor's account
for a Fund to fall below the total dollar amount of purchase pay-
ments subject to the CDSC, except that no CDSC is imposed if the
shares redeemed have been acquired through the reinvestment of
dividends or capital gains distributions or if the amount redeemed
is derived from increases in the value of the account above the
amount of purchase payments subject to the CDSC.
April , 1999 Prospectus 49
<PAGE>
Whether a CDSC is imposed and the amount of the CDSC will de-
pend on the number of years since the investor made a purchase
payment from which an amount is being redeemed. Purchases are sub-
ject to the CDSC according to the following schedule:
<TABLE>
<CAPTION>
Year Since Purchase Percentage Contingent
Payment was Made Deferred Sales Charge
-------------------------------------------
<S> <C>
First 5
-------------------------------------------
Second 4
-------------------------------------------
Third 3
-------------------------------------------
Fourth 3
-------------------------------------------
Fifth 2
-------------------------------------------
Sixth 1
-------------------------------------------
Seventh 0*
</TABLE>
*After the seventh year, Class B shares convert into Class A
shares as described below.
The following example will illustrate the operation of the
Class C CDSC:
Assume that an individual opens an account and makes a purchase
payment of $10,000 for Class C shares of a Fund and that six
months later the value of the investor's account for that Fund has
grown through investment performance and reinvestment of distribu-
tions to $11,000. The investor then may redeem up to $1,000 from
that Fund ($11,000 minus $10,000) without incurring a CDSC. If the
investor should redeem $3,000, a CDSC would be imposed on $2,000
of the redemption (the amount by which the investor's account for
the Fund was reduced below the amount of the purchase payment). At
the rate of 1%, the Class C CDSC would be $20.
In determining whether an amount is available for redemption
without incurring a CDSC, the purchase payments made for all Class
C shares in the shareholder's account with the particular Fund are
aggregated, and the current value of all such shares is aggregat-
ed. Any CDSC imposed on a redemption of Class C shares is paid to
the Distributor. Unlike Class B shares, Class C shares do not au-
tomatically convert to any other class of shares of the Funds.
Except as described below, for sales of Class C shares made and
services rendered to Class C shareholders, the Distributor expects
to make payments to participating brokers, at the time the share-
holder purchases Class C shares, of 1.00% (representing .75% dis-
tribution fees and .25% servicing fees) of the purchase amount for
all Funds. For sales of Class C shares made to participants making
periodic purchases of not less than $50 through certain employer
sponsored savings plans which are clients of a broker-dealer with
which the Distributor has an agreement with respect to such pur-
chases, no payments are made at the time of purchase. During such
periods as may from time to time be designated by the Distributor,
the Distributor will pay an additional amount of up to .50% of the
purchase price on sales of Class C shares of all or selected Funds
purchased to each participating broker which obtains purchase or-
ders in amounts exceeding thresholds established from time to time
by the Distributor.
The Class C CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges." For more
information about the Class C CDSC, contact the Distributor at 1-
800-426-0107.
In determining whether a CDSC is payable, it is assumed that
the purchase payment from which a redemption is made is the earli-
est purchase payment from which a redemption or exchange has not
already been fully effected.
The following example will illustrate the operation of the
Class B CDSC:
Assume that an individual opens an account and makes a purchase
payment of $10,000 for Class B shares of a Fund and that six
months later the value of the investor's account for that Fund has
grown through investment performance and reinvestment of distribu-
tions to $11,000. The investor then may redeem up to $1,000 from
that
50 PIMCO Funds: Multi-Manager Series
<PAGE>
Fund ($11,000 minus $10,000) without incurring a CDSC. If the in-
vestor should redeem $3,000, a CDSC would be imposed on $2,000 of
the redemption (the amount by which the investor's account for the
Fund was reduced below the amount of the purchase payment). At the
rate of 5%, the Class B CDSC would be $100.
In determining whether an amount is available for redemption
without incurring a CDSC, the purchase payments made for all Class
B shares in the shareholder's account with the particular Fund are
aggregated, and the current value of all such shares is aggregat-
ed. Any CDSC imposed on a redemption of Class B shares is paid to
the Distributor.
Class B shares are subject to higher distribution fees than
Class A shares for a fixed period after their purchase, after
which they automatically convert to Class A shares and are no
longer subject to such higher distribution fees. Class B shares of
each Fund automatically convert into Class A shares after they
have been held for seven years.
For sales of Class B shares made and services rendered to Class
B shareholders, the Distributor intends to make payments to par-
ticipating brokers, at the time a shareholder purchases Class B
shares, of 4.00% of the purchase amount for each of the Funds.
During such periods as may from time to time be designated by the
Distributor, the Distributor will pay selected participating bro-
kers an additional amount of up to .50% of the purchase price on
sales of Class B shares of all or selected Funds purchased to each
participating broker which obtains purchase orders in amounts ex-
ceeding thresholds established from time to time by the Distribu-
tor.
The Class B CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements --Waiver of Contingent Deferred Sales Charges." For
more information about the Class B CDSC, call the Distributor at
1-800-426-0107.
Asset Based
Sales
Charge
Alternative --
Class C
Shares Class C shares are sold at their current net asset value without
any initial sales charge. A CDSC is imposed on Class C shares if
an investor redeems an amount which causes the current value of
the investor's account for a Fund to fall below the total dollar
amount of purchase payments subject to the CDSC, except that no
CDSC is imposed if the shares redeemed have been acquired through
the reinvestment of dividends or capital gains distributions or if
the amount redeemed is derived from increases in the value of the
account above the amount of purchase payments subject to the CDSC.
All of an investor's purchase payments are invested in shares of
the Fund(s) selected.
Whether a CDSC is imposed and the amount of the CDSC will de-
pend on the number of years since the investor made a purchase
payment from which an amount is being redeemed. Purchases are sub-
ject to the CDSC according to the following schedule:
<TABLE>
<CAPTION>
Year Since Purchase Percentage Contingent
Payment was Made Deferred Sales Charge
-------------------------------------------
<S> <C>
First 1
-------------------------------------------
Thereafter 0
</TABLE>
In determining whether a CDSC is payable, it is assumed that
the purchase payment from which the redemption is made is the ear-
liest purchase payment (from which a redemption or exchange has
not already been effected).
April , 1999 Prospectus 51
<PAGE>
Exchange Privilege
Except with respect to exchanges for shares of the Opportunity
Fund (which are subject to certain restrictions) or other Funds
for which sales are suspended to new investors, a shareholder may
exchange Class A, Class B and Class C shares of any Fund for the
same Class of shares of any other Fund in an account with identi-
cal registration on the basis of their respective net asset val-
ues. [For information on restrictions applicable to exchanges of
shares for shares of the Opportunity Fund, see "Restrictions on
Sales of and Exchanges for Shares of the Opportunity Fund" under
"How to Buy Shares" above.] Class A, Class B and Class C shares of
each Fund may also be exchanged for shares of the same class of
another series of the Trust not offered in this Prospectus (in-
cluding the PIMCO Funds Asset Allocation Series portfolios, which
are so-called "funds-of-funds" portfolios offered by the Trust) or
of a series of PIMCO Funds: Pacific Investment Management Series,
an affiliated mutual fund family comprised primarily of fixed in-
come portfolios managed by Pacific Investment Management, an af-
filiate of the Adviser. There are currently no exchange fees or
charges. All exchanges, including exchanges from PIMCO Funds Asset
Allocation Series portfolios into other series of the Trust or of
PIMCO Funds: Pacific Investment Management Series, are subject to
the $2,500 minimum initial purchase requirement for each Fund, ex-
cept with respect to tax-qualified programs and exchanges effected
through the PIMCO Funds Auto-Exchange plan. An exchange will con-
stitute a taxable sale for federal income tax purposes.
Investors who maintain their account with the Distributor may
exchange shares by a written exchange request sent to PIMCO Funds
Distributors LLC, P.O. Box 9688, Providence, RI 02940-0926 or, un-
less the investor has specifically declined telephone exchange
privileges on the account application or elected in writing not to
utilize telephone exchanges, by a telephone request to the Dis-
tributor at 1-800-426-0107. The Trust will employ reasonable pro-
cedures to confirm that instructions communicated by telephone are
genuine, and may be liable for any losses due to unauthorized or
fraudulent instructions if it fails to employ such procedures. The
Trust will require a form of personal identification prior to act-
ing on a caller's telephone instructions, will provide written
confirmations of such transactions and will record telephone in-
structions. Exchange forms are available from the Distributor at
1-800-426-0107 and may be used if there will be no change in the
registered name or address of the shareholder. Changes in regis-
tration information or account privileges may be made in writing
to the Transfer Agent, First Data Investor Services Group, Inc.,
P.O. Box 9688, Providence, RI 02940-0926, or by use of forms which
are available from the Distributor. A signature guarantee is re-
quired. See "How to Buy Shares--Signature Guarantee." Telephone
exchanges may be made between 9:00 a.m., Eastern time and the
close of regular trading (normally 4:00 p.m., Eastern time) on the
Exchange on any day the Exchange is open (generally weekdays other
than normal holidays). The Trust reserves the right to refuse ex-
change purchases if, in the judgment of the Adviser, the purchase
would adversely affect the Fund and its shareholders. In particu-
lar, a pattern of exchanges characteristic of "market-timing"
strategies may be deemed by the Adviser to be detrimental to the
Trust or a particular Fund.
Currently, the Trust limits the number of "round trip" ex-
changes an investor may make. An investor makes a "round trip" ex-
change when the investor purchases shares of a particular Fund,
subsequently exchanges those shares for shares of a different
Fund, and then exchanges back into the originally purchased Fund.
The Trust has the right to refuse any exchange for any investor
who completes (by making the exchange back into the shares of the
originally purchased Fund) more than six round trip exchanges in
any twelve-month period. Although the Trust has no current inten-
tion of terminating or modifying the exchange privilege other than
as set forth in the preceding sentence, it reserves the right to
do so at any time. Except as otherwise permitted by Securities and
Exchange Commission regulations, the Trust will give 60 days' ad-
vance notice to shareholders of any termination or material modi-
fication of the exchange privilege. For further information about
exchange privileges, contact your participating broker or call the
Transfer Agent at 1-800-426-0107.
With respect to Class B and Class C shares, or Class A shares
subject to a CDSC, if less than all of an investment is exchanged
out of a Fund, any portion of the investment attributable to capi-
tal appreciation and/or reinvested dividends or capital gains dis-
tributions will be exchanged first, and thereafter any portions
exchanged will be from the
52 PIMCO Funds: Multi-Manager Series
<PAGE>
earliest investment made in the Fund from which the exchange was
made. Shareholders should take into account the effect of any ex-
change on the applicability of any CDSC that may be imposed upon
any subsequent redemption.
Investors may also select the PIMCO Funds Auto-Exchange plan
which establishes automatic periodic exchanges. For further infor-
mation on automatic exchanges see "How to Buy Shares--PIMCO Funds
Auto-Exchange" above.
How to Redeem
Class A, Class B or Class C shares may be redeemed through a par-
ticipating broker, by telephone, by submitting a written redemp-
tion request directly to the Transfer Agent (for non-broker ac-
counts), or through an Automatic Withdrawal Plan or PIMCO Funds
Fund Link. [In the event a shareholder or participants in certain
self-directed qualified employee benefit plans eligible to pur-
chase shares of the Opportunity Fund redeem(s) all of the share-
holder's or the participants' shares of the Fund (including shares
acquired during the Offering described under "How to Buy Shares--
Restrictions on Sales of and Exchanges for Shares of the Opportu-
nity Fund" above), such shareholder or participants in such plans
will no longer be eligible to purchase shares of the Opportunity
Fund.]
A CDSC may apply to a redemption of Class A, Class B or Class C
shares. See "Alternative Purchase Arrangements" above. Shares are
redeemed at their net asset value next determined after a proper
redemption request has been received, less any applicable CDSC.
There is no charge by the Distributor (other than an applicable
CDSC) with respect to a redemption; however, a participating bro-
ker who processes a redemption for an investor may charge custom-
ary commissions for its services. Dealers and other financial
services firms are obligated to transmit orders promptly. Requests
for redemption received by dealers or other firms prior to the
close of regular trading (normally 4:00 p.m., Eastern time) on the
Exchange on a regular business day and received by the Distributor
prior to the close of the Distributor's business day will be con-
firmed at the net asset value effective as of the closing of the
Exchange on that day, less any applicable CDSC.
Direct A shareholder's original account application permits the share-
Redemption holder to redeem by written request and by telephone (unless the
shareholder specifically elects not to utilize telephone redemp-
tions) and to elect one or more of the additional redemption pro-
cedures described below. A shareholder may change the instructions
indicated on his original account application, or may request ad-
ditional redemption options, only by transmitting a written direc-
tion to the Transfer Agent. Requests to institute or change any of
the additional redemption procedures will require a signature
guarantee.
Redemption proceeds will normally be mailed to the redeeming
shareholder within seven days or, in the case of wire transfer or
Fund Link redemptions, sent to the designated bank account within
one business day. Fund Link redemptions may be received by the
bank on the second or third business day. In cases where shares
have recently been purchased by personal check, redemption pro-
ceeds may be withheld until the check has been collected, which
may take up to 15 days. To avoid such withholding, investors
should purchase shares by certified or bank check or by wire
transfer.
Written
Requests To redeem shares in writing (whether or not represented by certif-
icates), a shareholder must send the following items to the Trans-
fer Agent, First Data Investor Services Group, Inc., P.O. Box
9688, Providence, RI 02940-0926:
(1) a written request for redemption signed by all registered
owners exactly as the account is registered on the Trans-
fer Agent's records, including fiduciary titles, if any,
and specifying the account number and the dollar amount or
number of shares to be redeemed;
(2) for certain redemptions described below, a guarantee of
all signatures on the written request or on the share cer-
tificate or accompanying stock power, if required, as de-
scribed under "How to Buy Shares--Signature Guarantee";
April , 1999 Prospectus 53
<PAGE>
(3) any share certificates issued for any of the shares to be
redeemed (see "Certificated Shares" below); and
(4) any additional documents which may be required by the
Transfer Agent for redemption by corporations, partnerships
or other organizations, executors, administrators, trustees,
custodians or guardians, or if the redemption is requested
by anyone other than the shareholder(s) of record.
Transfers of shares are subject to the same requirements. A
signature guarantee is not required for redemptions of $50,000 or
less, requested by and payable to all shareholders of record for
the account, to be sent to the address of record for that account.
To avoid delay in redemption or transfer, shareholders having any
questions about these requirements should contact the Transfer
Agent in writing or call the Distributor at 1-800-426-0107 before
submitting a request. Redemption or transfer requests will not be
honored until all required documents in the proper form have been
received by the Transfer Agent. This redemption option does not
apply to shares held in broker "street name" accounts.
If the proceeds of the redemption (i) exceed $50,000, (ii) are
to be paid to a person other than the record owner, (iii) are to
be sent to an address other than the address of the account on the
Transfer Agent's records, or (iv) are to be paid to a corporation,
partnership, trust or fiduciary, the signature(s) on the redemp-
tion request and on the certificates, if any, or stock power must
be guaranteed as described above, except that the Distributor may
waive the signature guarantee requirement for redemptions up to
$2,500 by a trustee of a qualified retirement plan, the adminis-
trator for which has an agreement with the Distributor.
Telephone The Trust accepts telephone requests for redemption of
Redemptions uncertificated shares for amounts up to $50,000 within any 7
calendar day period, except for investors who have specifically
declined telephone redemption privileges on the account application
or elected in writing not to utilize telephone redemptions. The
proceeds of a telephone redemption will be sent to the record
shareholder at his record address. Changes in account information
must be made in a written authorization with a signature guarantee.
See "How to Buy Shares--Signature Guarantee." Telephone redemptions
will not be accepted during the 30-day period following any change
in an account's record address. This redemption option does not
apply to shares held in broker "street name" accounts.
By completing an account application, an investor agrees that
the Trust, the Distributor and the Transfer Agent shall not be
liable for any loss incurred by the investor by reason of the Trust
accepting unauthorized telephone redemption requests for his
account if the Trust reasonably believes the instructions to be gen-
uine. Thus, shareholders risk possible losses in the event of a
telephone redemption not authorized by them. The Trust may accept
telephone redemption instructions from any person identifying
himself as the owner of an account or the owner's broker where the
owner has not declined in writing to utilize this service. The
Trust will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and may be
liable for any losses due to unauthorized or fraudulent
instructions if it fails to employ such procedures. The Trust will
require a form of personal identification prior to acting on a
caller's telephone instructions, will provide written confirmations
of such transaction s and will record telephone instructions.
A shareholder making a telephone redemption should call the
Distributor at 1-800-426-0107 and state (i) the name of the share-
holder as it appears on the Transfer Agent's records, (ii) his ac-
count number with the Trust, (iii) the amount to be withdrawn and
(iv) the name of the person requesting the redemption. Usually the
proceeds are sent to the investor on the next Trust business day
after the redemption is effected, provided the redemption request
is received prior to the close of regular trading (normally 4:00
p.m., Eastern time) on the Exchange that day. If the redemption
request is received after the close of the Exchange, the redemp-
tion is effected on the following Trust business day at that day's
net asset value and the proceeds are usually sent to the investor
on the second following Trust business day. The Trust reserves the
right to terminate or modify the telephone redemption service at
any time. During times of severe disruptions in the securities
markets, the volume of calls may make it difficult to redeem by
telephone, in which case a shareholder may wish to send a written
request for redemption as described under "Written Requests"
above. Telephone communications may be recorded by the Distributor
or the Transfer Agent.
54 PIMCO Funds: Multi-Manager Series
<PAGE>
Fund Link
Redemptions If a shareholder has established Fund Link, the shareholder may
redeem shares by telephone and have the redemption proceeds sent
to a designated account at a financial institution. Fund Link is
normally established within 45 days of receipt of a Fund Link ap-
plication by the Transfer Agent. To use Fund Link for redemptions,
call the Distributor at 1-800-426-0107. Subject to the limitations
set forth above under "Telephone Redemptions," the Distributor,
the Trust and the Transfer Agent may rely on instructions by any
registered owner believed to be genuine and will not be responsi-
ble to any shareholder for any loss, damage or expense arising out
of such instructions. Requests received by the Transfer Agent
prior to the close of regular trading (normally 4:00 p.m., Eastern
time) on the Exchange on a business day will be processed at the
net asset value on that day and the proceeds (less any CDSC) will
normally be sent to the designated bank account on the following
business day and received by the bank on the second or third busi-
ness day. If the redemption request is received after the close of
regular trading on the Exchange, the redemption is effected on the
following business day. Shares purchased by check may not be re-
deemed through Fund Link until such shares have been owned (i.e.,
paid for) for at least 15 days. Fund Link may not be used to re-
deem shares held in certificated form.
Changes in bank account information must be made by completing a
new Fund Link application, signed by all owners of record of the
account, with all signatures guaranteed. See "How to Buy Shares--
Signature Guarantee." See "How to Buy Shares--PIMCO Funds Fund
Link" for information on establishing the Fund Link privilege. The
Trust may terminate the Fund Link program at any time without no-
tice to shareholders. This redemption option does not apply to
shares held in broker "street name" accounts.
PIMCO Funds PIMCO Funds Automated Telephone System ("ATS") is an automated
Automated telephone system that enables shareholders to perform a number of
Telephone account transactions automatically using a touch-tone telephone.
System ATS may be used on already-established Fund accounts after you ob-
tain a Personal Identification Number (PIN) by calling the special
ATS number: 1-800-223-2413.
Purchasing Shares. You may purchase shares in amounts up to
$100,000 by telephone by calling 1-800-223-2413. You must have es-
tablished ATS privileges to link your bank account with the Fund
to pay for these purchases.
Exchanging Shares. With the PIMCO Funds Exchange Privilege, you
can exchange shares automatically by telephone from your Fund Link
Account to another PIMCO Funds account you have already estab-
lished by calling 1-800-223-2413. Please refer to "Exchange Privi-
lege" for details.
Redemptions. You may redeem shares by telephone automatically by
calling 1-800-223-2413 and the Fund will send the proceeds di-
rectly to your Fund bank account. Please refer to "How to Redeem"
for details.
Expedited If a shareholder has given authorization for expedited wire re-
Wire demption, shares can be redeemed and the proceeds sent by federal
Transfer wire transfer to a single previously designated bank account. Re-
Redemptions quests received by the Trust prior to the close of the Exchange
will result in shares being redeemed that day at the next deter-
mined net asset value (less any CDSC) and normally the proceeds
being sent to the designated bank account the following business
day. The bank must be a member of the Federal Reserve wire system.
Delivery of the proceeds of a wire redemption request may be de-
layed by the Trust for up to 7 days if the Distributor deems it
appropriate under then current market conditions. Once authoriza-
tion is on file, the Trust will honor requests by any person iden-
tifying himself as the owner of an account or the owner's broker
by telephone at 1-800-426-0107 or by written instructions. The
Trust cannot be responsible for the efficiency of the Federal Re-
serve wire system or the shareholder's bank. The Trust does not
currently charge for wire transfers. The shareholder is responsi-
ble for any charges imposed by the shareholder's bank. The minimum
amount that may be wired is $2,500. The Trust reserves the right
to change this minimum or to terminate the wire redemption privi-
lege. Shares purchased by check may not be redeemed by wire trans-
fer until such shares have been owned (i.e., paid for) for at
least 15 days. Expedited wire transfer redemptions may be autho-
rized by completing a form available from the Distributor. Wire
redemptions may not be used to redeem shares in certificated form.
To change the name of the single bank account designated to re-
ceive wire redemption proceeds, it is necessary to send a
April , 1999 Prospectus 55
<PAGE>
written request with signatures guaranteed to PIMCO Funds Distrib-
utors LLC, P.O. Box 9688, Providence, RI 02940-0926. See "How to
Buy Shares--Signature Guarantee." This redemption option does not
apply to shares held in broker "street name" accounts.
Certificated To redeem shares for which certificates have been issued, the
Shares certificates must be mailed to or deposited with the Trust, duly
endorsed or accompanied by a duly endorsed stock power or by a
written request for redemption. Signatures must be guaranteed as
described under "How to Buy Shares--Signature Guarantee." Further
documentation may be requested from institutions or fiduciary
accounts, such as corporations, custodians (e.g., under the Uniform
Gifts to Minors Act), executors, administrators, trustees or
guardians ("institutional account owners"). The redemption request
and stock power must be signed exactly as the account is regis-
tered, including indication of any special capacity of the regis-
tered owner.
Automatic An investor who owns or buys shares of a Fund having a net asset
Withdrawal value of $10,000 or more may open an Automatic Withdrawal Plan and
Plan have a designated sum of money (not less than $100 per Fund) paid
monthly (or quarterly) to the investor or another person. Such a
plan may be established by completing the appropriate section of
the account application or you may obtain an Automatic Withdrawal
Plan application from the Distributor or your broker. If an Auto-
matic Withdrawal Plan is set up after the account is established
providing for payment to a person other than the record share-
holder or to an address other than the address of record, a signa-
ture guarantee is required. See "How to Buy Shares--Signature
Guarantee." Class A, Class B and Class C shares of any Fund are
deposited in a plan account and all distributions are reinvested
in additional shares of the particular class of the Fund at net
asset value. Shares in a plan account are then redeemed at net as-
set value (less any applicable CDSC) to make each withdrawal pay-
ment. Any applicable CDSC may be waived for certain redemptions
under an Automatic Withdrawal Plan. See "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges."
Redemptions for the purpose of withdrawals are ordinarily made
on the business day preceding the day of payment at that day's
closing net asset value and checks are mailed on the day of pay-
ment selected by the shareholder. The Transfer Agent may acceler-
ate the redemption and check mailing date by one day to avoid
weekend delays. Payment will be made to any person the investor
designates; however, if the shares are registered in the name of a
trustee or other fiduciary, payment will be made only to the fidu-
ciary, except in the case of a profit-sharing or pension plan
where payment will be made to the designee. As withdrawal payments
may include a return of principal, they cannot be considered a
guaranteed annuity or actual yield of income to the investor. The
redemption of shares in connection with an Automatic Withdrawal
Plan may result in a gain or loss for tax purposes. Continued
withdrawals in excess of income will reduce and possibly exhaust
invested principal, especially in the event of a market decline.
The maintenance of an Automatic Withdrawal Plan concurrently with
purchases of additional shares of the Fund would be disadvanta-
geous to the investor because of the CDSC that may become payable
on such withdrawals in the case of Class A, Class B or Class C
shares and because of the initial sales charge in the case of
Class A shares. For this reason, the minimum investment accepted
for a Fund while an Automatic Withdrawal Plan is in effect for
that Fund is $1,000, and an investor may not maintain a plan for
the accumulation of shares of the Fund (other than through rein-
vestment of distributions) and an Automatic Withdrawal Plan at the
same time. The Trust or the Distributor may terminate or change
the terms of the Automatic Withdrawal Plan at any time.
Because the Automatic Withdrawal Plan may involve invasion of
capital, investors should consider carefully with their own finan-
cial advisers whether the plan and the specified amounts to be
withdrawn are appropriate in their circumstances. The Trust and
the Distributor make no recommendations or representations in this
regard.
Redemptions The Trust agrees to redeem shares of each Fund solely in cash up
In Kind to the lesser of $250,000 or 1% of the Fund's net assets during
any 90-day period for any one shareholder. In consideration of the
best interests of the remaining
56 PIMCO Funds: Multi-Manager Series
<PAGE>
shareholders, the Trust reserves the right to pay any redemption
proceeds exceeding this amount in whole or in part by a distribu-
tion in kind of securities held by a Fund in lieu of cash. Except
for Funds with a tax-efficient management strategy, it is highly
unlikely that shares would ever be redeemed in kind. When shares
are redeemed in kind, the redeeming shareholder should expect to
incur transaction costs upon the disposition of the securities re-
ceived in the distribution.
Distributor and Distribution and Servicing Plans
PIMCO Funds Distributors LLC (the "Distributor"), a wholly owned
subsidiary of the Adviser, is the principal underwriter of the
Trust's shares and in that connection makes distribution and ser-
vicing payments to participating brokers and servicing payments to
certain banks and other financial intermediaries in connection
with the sale of Class B and Class C shares and servicing payments
to participating brokers, certain banks and other financial inter-
mediaries in connection with the sale of Class A shares. In the
case of Class A shares, these parties are also compensated based
on the amount of the front-end sales charge reallowed by the Dis-
tributor, except in cases where Class A shares are sold without a
front-end sales charge (although the Distributor may pay brokers
additional compensation in connection with sales of Class A shares
without a sales charge). In the case of Class B shares, partici-
pating brokers and other financial intermediaries are compensated
by an advance of a sales commission by the Distributor. In the
case of Class C shares, part or all of the first year's distribu-
tion and servicing fee is generally paid at the time of sale.
Pursuant to a Distribution Agreement with the Trust, with respect
to each Fund's Class A, Class B and Class C shares, the Distribu-
tor bears various other promotional and sales related expenses,
including the cost of printing and mailing prospectuses to persons
other than current shareholders. The Distributor, located at 2187
Atlantic Street, Stamford, Connecticut 06902, is a broker-dealer
registered with the Securities and Exchange Commission.
Class A Servicing Fees As compensation for services rendered and
expenses borne by the Distributor in connection with personal
services rendered to Class A shareholders of the Trust and the
maintenance of Class A shareholder accounts, the Trust pays the
Distributor servicing fees up to the annual rate of .25% (calcu-
lated as a percentage of each Fund's average daily net assets at-
tributable to Class A shares).
Class B and Class C Distribution and Servicing Fees As compensa-
tion for services rendered and expenses borne by the Distributor
in connection with the distribution of Class B and Class C shares
of the Trust, and in connection with personal services rendered to
Class B and Class C shareholders of the Trust and the maintenance
of Class B and Class C shareholder accounts, the Trust pays the
Distributor servicing and distribution fees up to the annual rates
set forth below (calculated as a percentage of each Fund's average
daily net assets attributable to Class B and Class C shares,
respectively):
<TABLE>
<CAPTION>
Servicing Distribution
Fund Fee Fee
------------------------------
<S> <C> <C>
All Funds .25% .75%
</TABLE>
The Class A servicing fees and Class B and Class C distribution
and servicing fees paid to the Distributor are made under Distri-
bution and Servicing Plans adopted pursuant to Rule 12b-l under
the Investment Company Act of 1940, as amended (the "1940 Act"),
and are of the type known as "compensation" plans. This means
that, although the Trustees of the Trust are expected to take into
account the expenses of the Distributor and its predecessors in
their periodic review of the Distribution and Servicing Plans, the
fees are payable to compensate the Distributor for services ren-
dered even if the amount paid exceeds the Distributor's expenses.
April , 1999 Prospectus 57
<PAGE>
The distribution fee applicable to Class B and Class C shares
may be spent by the Distributor on any activities or expenses pri-
marily intended to result in the sale of Class B or Class C
shares, respectively, including compensation to, and expenses (in-
cluding overhead and telephone expenses) of, financial consultants
or other employees of the Distributor or of participating or in-
troducing brokers who engage in distribution of Class B or Class C
shares, printing of prospectuses and reports for other than exist-
ing Class B or Class C shareholders, advertising, and preparation,
printing and distribution of sales literature. The servicing fee,
applicable to Class A, Class B and Class C shares of the Trust,
may be spent by the Distributor on personal services rendered to
shareholders of the Trust and the maintenance of shareholder ac-
counts, including compensation to, and expenses (including tele-
phone and overhead expenses) of, financial consultants or other
employees of participating or introducing brokers, certain banks
and other financial intermediaries who aid in the processing of
purchase or redemption requests or the processing of dividend pay-
ments, who provide information periodically to shareholders show-
ing their positions in a Fund's shares, who forward communications
from the Trust to shareholders, who render ongoing advice concern-
ing the suitability of particular investment opportunities offered
by the Trust in light of the shareholders' needs, who respond to
inquiries from shareholders relating to such services, or who
train personnel in the provision of such services. Distribution
and servicing fees may also be spent on interest relating to
unreimbursed distribution or servicing expenses from prior years.
Many of the Distributor's sales and servicing efforts involve
the Trust as a whole, so that fees paid by Class A, Class B or
Class C shares of any Fund may indirectly support sales and ser-
vicing efforts relating to the other Funds' shares of the same
class. In reporting its expenses to the Trustees, the Distributor
itemizes expenses that relate to the distribution and/or servicing
of a single Fund's shares, and allocates other expenses among the
Funds based on their relative net assets. Expenses allocated to
each Fund are further allocated among its classes of shares annu-
ally based on the relative sales of each class, except for any ex-
penses that relate only to the sale or servicing of a single
class. The Distributor may make payments to brokers (and with re-
spect to servicing fees only, to certain banks and other financial
intermediaries) of up to the following percentages annually of the
average daily net assets attributable to shares in the accounts of
their customers or clients:
All Funds(/1/)
<TABLE>
<CAPTION>
Servicing Distribution
Fee Fee
---------------------------------------
<S> <C> <C>
Class A .25% N/A
---------------------------------------
Class B (/2/) .25% None
---------------------------------------
Class C
(purchased
before July 1,
1991) .25% None
---------------------------------------
Class C (/3/)
(purchased on
or after July
1, 1991) .25% .65%
</TABLE>
1. Applies, in part, to Class A, Class B and Class C shares of the
Trust issued to former shareholders of PIMCO Advisors Funds in
connection with the reorganizations/mergers of series of PIMCO Ad-
visors Funds as/with Funds of the Trust in transactions which took
place on January 17, 1997.
2. Payable only with respect to shares outstanding for one year or
more.
3. Payable only with respect to shares outstanding for one year or
more except in the case of shares for which no payment is made to
the party at the time of sale.
The Distributor may from time to time pay additional cash bo-
nuses or other incentives to selected participating brokers in
connection with the sale or servicing of Class A, Class B and
Class C shares of the Funds. On some occasions, such bonuses or
incentives may be conditioned upon the sale of a specified minimum
dollar amount of the shares of a Fund and/or all of the Funds to-
gether or a particular class of shares, during a specific period
of time. The Distributor currently expects that such additional
bonuses or incentives will not exceed .50% of the amount of any
sale. In its capacity as administrator for the Funds, PIMCO Advi-
sors may pay participating brokers and other intermediaries for
sub-transfer agency and other services.
58 PIMCO Funds: Multi-Manager Series
<PAGE>
If in any year the Distributor's expenses incurred in connec-
tion with the distribution of Class B and Class C shares and, for
Class A, Class B and Class C shares, in connection with the ser-
vicing of shareholders and the maintenance of shareholder ac-
counts, exceed the distribution and/or servicing fees paid by the
Trust, the Distributor would recover such excess only if the Dis-
tribution and Servicing Plan with respect to such class of shares
continues to be in effect in some later year when the distribution
and/or servicing fees exceed the Distributor's expenses. The Trust
is not obligated to repay any unreimbursed expenses that may exist
at such time, if any, as the relevant Distribution and Servicing
Plan terminates.
From time to time, expenses of principal underwriters incurred
in connection with the distribution of Class B and Class C shares
of the Funds, and in connection with the servicing of Class A,
Class B and Class C shareholders of the Funds and the maintenance
of Class A, Class B and Class C shareholder accounts, may exceed
the distribution and/or servicing fees collected by the Distribu-
tor. Class A, Class B and Class C Distribution and Servicing
Plans, which are similar to the Trust's current Plans, were in ef-
fect prior to January 17, 1997 in respect of series of PIMCO Advi-
sors Funds that were predecessors of certain Funds of the Trust.
The remaining Funds did not offer Class A, Class B or Class C
shares prior to January 17, 1997. As of June 30, 1998, such ex-
penses were approximately $11,946,000 in excess of payments under
the Class A Plan, $22,563,000 in excess of payments under the
Class B Plan and $2,252,000 in excess of payments under the Class
C Plan.
How Net Asset Value Is Determined
The net asset values of Class A, Class B and Class C shares of
each Fund of the Trust will be determined once on each day on
which the Exchange is open (a "Business Day"), as of the close of
regular trading (normally 4:00 p.m., Eastern time) on the Ex-
change. Net asset value will not be determined on days on which
the Exchange is closed.
Portfolio securities and other assets for which market quota-
tions are readily available are stated at market value. Fixed in-
come securities are normally valued on the basis of quotations ob-
tained from brokers and dealers or pricing services, which take
into account appropriate factors such as institutional-sized trad-
ing in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market
data. Certain fixed income securities for which daily market quo-
tations are not readily available may be valued, pursuant to
guidelines established by the Board of Trustees, with reference to
fixed income securities whose prices are more readily obtainable
and whose durations are comparable to the securities being valued.
Short-term investments having a maturity of 60 days or less are
valued at amortized cost, when the Board of Trustees determines
that amortized cost is their fair value. Exchange-traded options,
futures and options on futures are valued at the settlement price
as determined by the appropriate clearing corporation. All other
securities and assets are valued at their fair value as determined
in good faith by the Trustees or by persons acting at their direc-
tion.
Quotations of foreign securities in foreign currency are con-
verted to U.S. dollar equivalents using foreign exchange quota-
tions received from independent dealers. The calculation of the
net asset value of the International and Precious Metals Funds may
not take place contemporaneously with the determination of the
prices of certain portfolio securities of foreign issuers used in
such calculation. Further, under the Trust's procedures, the
prices of foreign securities are determined using information de-
rived from pricing services and other sources. Information that
becomes known to the Trust or its agents after the time that net
asset value is calculated on any Business Day may be assessed in
determining net asset value per share after the time of receipt of
the information, but will not be used to retroactively adjust the
price of the security so determined earlier or on a prior day.
Events affecting the values of portfolio securities that occur be-
tween the time their prices are determined and the close of regu-
lar trading on the Exchange (normally 4:00 p.m., Eastern time) may
not be reflected in the calculation of net asset value. If events
materially affecting the value of such securities occur during
such period, then these securities may be valued at fair value as
determined by the Adviser or a Portfolio Manager and approved in
good faith by the Board of Trustees.
April , 1999 Prospectus 59
<PAGE>
Each Fund's liabilities are allocated among its classes. The
total of such liabilities allocated to a class plus that class's
distribution and/or servicing fees and any other expenses spe-
cially allocated to that class are then deducted from the class's
proportionate interest in the Fund's assets, and the resulting
amount for each class is divided by the number of shares of that
class outstanding to produce the class's "net asset value" per
share. Under certain circumstances, the per share net asset value
of the Class B and Class C shares of the Funds that do not declare
regular income dividends on a daily basis may be lower than the
per share net asset value of the Class A shares as a result of the
daily expense accruals of the distribution fee applicable to the
Class B and Class C shares. Generally, for Funds that pay income
dividends, those dividends are expected to differ over time by ap-
proximately the amount of the expense accrual differential between
a particular Fund's classes.
Distributions
Shares begin earning dividends on the day after the date that
funds are received by the Trust for the purchase of Class A, Class
B and Class C shares. Net investment income from interest and div-
idends, if any, will be declared and paid quarterly to sharehold-
ers of record by the Balanced, Equity Income, Value and Renais-
sance Funds. Net investment income from interest and dividends, if
any, will be declared and paid at least annually to shareholders
of record by the Tax-Efficient Equity, Capital Appreciation,
Growth, Value 25, Mid-Cap Growth, Target, Small-Cap Value, Oppor-
tunity, International, Innovation and Precious Metals Funds. 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.
All dividends and/or distributions will be paid in the form of
additional shares of the class of shares of the Fund to which the
dividends and/or distributions relate or, at the election of the
shareholder, of another Fund or other series of the Trust or of
PIMCO Funds: Pacific Investment Management Series as described be-
low, at net asset value, unless the shareholder elects to receive
cash (either paid to shareholders directly or credited to their
account with their participating broker). If a shareholder has
elected to receive dividends and/or capital gain distributions in
cash and the postal or other delivery service is unable to deliver
checks to the shareholder's address of record, such shareholder's
distributions will automatically be invested in the Money Market
Fund of PIMCO Funds: Pacific Investment Management Series, until
such shareholder is located. Dividends paid by each Fund with re-
spect to each class of shares are calculated in the same manner
and at the same time, but dividends on Class B and Class C shares
are expected to be lower than dividends on Class A shares as a re-
sult of the distribution fee applicable to Class B and Class C
shares. There are no sales charges on reinvested dividends.
Class A, Class B and Class C shareholders of the Trust may
elect to invest dividends and/or distributions paid by any Fund in
shares of the same class of any other Fund, another series of the
Trust (such as a PIMCO Funds Asset Allocation Series portfolio),
or a series of PIMCO Funds: Pacific Investment Management Series
which offers such class of shares at net asset value. The share-
holder must have an account existing in the Fund or series se-
lected for investment with the identical registered name and ad-
dress and must elect this option on the account application, on a
form provided for that purpose or by a telephone request to the
Distributor at 1-800-426-0107. For further information on this op-
tion, contact your broker or call the Distributor at 1-800-426-
0107.
Taxes
Each Fund intends to qualify as a regulated investment company an-
nually and to elect to be treated as a regulated investment com-
pany under the Internal Revenue Code of 1986, as amended (the
"Code"). As such, a Fund generally will not pay federal income tax
on the income and gains it pays as dividends to its shareholders.
In order to avoid a 4% federal excise tax, each Fund intends to
distribute each year substantially all of its net income and
gains.
60 PIMCO Funds: Multi-Manager Series
<PAGE>
Shareholders subject to U.S. federal income tax will be subject
to tax on dividends received from a Fund, regardless of whether
received in cash or reinvested in additional shares. Distributions
received by tax-exempt shareholders will not be subject to federal
income tax to the extent permitted under applicable tax law. All
shareholders must treat dividends, other than capital gain divi-
dends, exempt-interest dividends and dividends that represent a
return of capital to shareholders, as ordinary income. In particu-
lar, distributions derived from short-term gains will be treated
as ordinary income. Dividends designated by a Fund as capital gain
dividends derived from the Fund's net capital gains (that is, the
excess of its net long-term capital gains over its net short-term
capital losses) are taxable to shareholders as long-term capital
gain (generally subject to a 20% tax rate) except as provided by
an applicable tax exemption. Any distributions that are not from a
Fund's net investment income or net capital gain may be character-
ized as a return of capital to shareholders or, in some cases, as
capital gain. Certain dividends declared in October, November or
December of a calendar year are taxable to shareholders (who oth-
erwise are subject to tax on dividends) as though received on De-
cember 31 of that year if paid to shareholders during January of
the following calendar year. Each Fund will advise shareholders
annually of the amount and nature of the dividends paid to them.
Dividends derived from interest on certain U.S. Government securi-
ties may be exempt from state and local taxes, although interest
on mortgage-backed U.S. Government securities may not be so ex-
empt. While the Tax-Efficient Equity Fund seeks to minimize tax-
able distributions, the Fund may be expected to earn and distrib-
ute taxable income and may also be expected to realize and dis-
tribute capital gains from time to time.
Current federal tax law requires the holder of a U.S. Treasury
or other fixed income zero-coupon security to accrue as income
each year a portion of the discount at which the security was pur-
chased, even though the holder receives no interest payment in
cash on the security during the year. In addition, pay-in-kind se-
curities will give rise to income which is required to be distrib-
uted and is taxable even though the Fund holding the security re-
ceives no interest payment in cash on the security during the
year. Also, a portion of the yield on certain high yield securi-
ties (including certain pay-in-kind securities) issued after July
10, 1989 may be treated as dividends. Accordingly, each Fund that
holds the foregoing kinds of securities may be required to pay out
as an income distribution each year an amount which is greater
than the total amount of cash interest the Fund actually received.
Such distributions may be made from the cash assets of the Fund or
by liquidation of portfolio securities, if necessary. The Fund may
realize gains or losses from such liquidations. In the event the
Fund realizes net capital gains from such transactions, its share-
holders may receive a larger capital gain distribution, if any,
than they would in the absence of such transactions.
Taxable shareholders should note that the timing of their in-
vestment or redemptions could have undesirable tax consequences.
Dividends and distributions on a Fund's shares are generally sub-
ject to federal income tax as described herein to the extent they
do not exceed the Fund's realized income and gains, even though
such dividends and distributions may economically represent a re-
turn of a particular shareholder's investment. Such distributions
are likely to occur in respect of shares purchased at a time when
the Fund's net asset value reflects gains that are either
unrealized or realized but not distributed. Such realized gains
may be required to be distributed even when a Fund's net asset
value also reflects unrealized losses. If shares are redeemed be-
fore payment of an exempt-interest dividend, shareholders may re-
alize a taxable capital gain, whereas by waiting and receiving the
exempt-interest dividend, a portion of their share value would
have been received in the form of tax-free income.
The preceding discussion relates only to federal income tax;
the consequences under other tax laws may differ. Shareholders
should consult their tax advisers as to the possible application
of foreign, state and local income tax laws to Trust dividends and
capital gain distributions. For additional information relating to
the tax aspects of investing in a Fund, see the Statement of Addi-
tional Information.
April , 1999 Prospectus 61
<PAGE>
Management of the Trust
The business affairs of the Trust are managed under the direction
of the Board of Trustees. Information about the Trustees and the
Trust's executive officers may be found in the Statement of Addi-
tional Information under the heading "Management of the Trust."
Investment
Adviser PIMCO Advisors serves as investment adviser to the Funds pursuant
to an investment advisory agreement with the Trust. PIMCO Advisors
is a Delaware limited partnership organized in 1987. PIMCO Advi-
sors provides investment management and advisory services to pri-
vate accounts of institutional and individual clients and to mu-
tual funds. Total assets under management by PIMCO Advisors and
its subsidiary partnerships as of December 31, 1998 were approxi-
mately $244.2 billion. The general partners of PIMCO Advisors are
PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P. ("PAH").
PIMCO Partners, G.P. is a general partnership between PIMCO Hold-
ing LLC, a Delaware limited liability company and an indirect
wholly-owned subsidiary of Pacific Life Insurance Company, and
PIMCO Partners LLC, a California limited liability company con-
trolled by the current Managing Directors and two former Managing
Directors of Pacific Investment Management. PIMCO Partners, G.P.
is the sole general partner of PAH. PIMCO Advisors is governed by
a Management Board, which exercises substantially all of the gov-
ernance powers of the general partner and serves as the functional
equivalent of a board of directors. PIMCO Advisors' address is 800
Newport Center Drive, Newport Beach, California 92660. PIMCO Advi-
sors is registered as an investment adviser with the Securities
and Exchange Commission. PIMCO Advisors currently has seven sub-
sidiary investment adviser partnerships, the following six of
which manage one or more of the Funds: Blairlogie, Cadence, Colum-
bus Circle, NFJ, Pacific Investment Management and Parametric. [On
or about March 31, 1999, it is anticipated that PIMCO Advisors
will sell substantially all of its ownership interest in
Blairlogie. See "Portfolio Managers--Blairlogie" below.]
Under the investment advisory agreement, PIMCO Advisors, sub-
ject to the supervision of the Board of Trustees, is responsible
for providing advice and guidance with respect to the Funds and
for managing, either directly or through others selected by the
Adviser, the investment of the Funds. PIMCO Advisors also fur-
nishes to the Board of Trustees periodic reports on the investment
performance of each Fund.
Portfolio
Managers
Pursuant to portfolio management agreements, PIMCO Advisors em-
ploys separate firms to serve as Portfolio Managers for the Funds,
except that the PIMCO Equity Advisors Division of PIMCO Advisors
manages the Growth, Target, Opportunity and Innovation Funds. Each
such firm is an affiliate of PIMCO Advisors except for Van Eck,
which serves as Portfolio Manager for the Precious Metals Fund.
PIMCO Advisors (and not the Funds or the Trust) compensates the
Portfolio Managers it retains from its advisory fee. Each Portfo-
lio Manager has full investment discretion and makes all determi-
nations with respect to the investment of a Fund's assets, or, for
the Balanced Fund, with respect to the portion of the Fund's as-
sets allocated to the Portfolio Manager for investment, and makes
all determinations respecting the purchase and sale of a Fund's
securities and other investments. If a separate firm ceases to
serve as Portfolio Manager for a Fund, PIMCO Advisors will either
assume full responsibility for the management of that Fund, or re-
tain a new portfolio manager subject to the approval of the Trust-
ees and, if required, the Fund's shareholders.
PIMCO Equity Advisors Division of PIMCO Advisors manages the
Growth, Target, Innovation and Opportunity Funds. Information
about PIMCO Advisors is provided above under "Investment Adviser."
Kenneth W. Corba, the Chief Investment Officer of the PIMCO Eq-
uity Advisors Division, is primarily responsible for the day-to-
day portfolio management of the Growth and Target Funds. Mr. Corba
has 14 years' investment management experience. Mr. Corba was most
recently Chief Investment Service Officer of Eagle Asset Manage-
ment, and prior to that he was a principal and a Senior Vice Pres-
ident at Stein Roe and Farnham. Mr. Corba received his bachelor's
degree and MBA from the University of Michigan. He is a chartered
financial analyst. Michael F. Gaffney,
62 PIMCO Funds: Multi-Manager Series
<PAGE>
the Managing Director of the PIMCO Equity Advisors Division, is
primarily responsible for the day-to-day management of the Oppor-
tunity Fund. He has [ ] years' investment management experience.
Mr. Gaffney previously served as a Senior Vice President of Alli-
ance Capital Management L.P. He received his bachelor's degree
from St. John's University and his MBA from New York
University.Dennis P. McKechnie, a Portfolio Manager at the PIMCO
Equity Advisors Division, has primary responsibility for the day-
to-day portfolio management of the Innovation Fund. He previously
shared responsibility for the Fund as a Portfolio Manager at Co-
lumbus Circle. Mr. McKechnie has 8 years' investment management
experience. He received his bachelor's degree from Purdue Univer-
sity and his MBA from Columbia University.
Columbus Circle manages the Renaissance Fund. Columbus Circle is
an investment management firm organized as a general partnership.
Columbus Circle has two partners: PIMCO Advisors as the supervi-
sory partner, and Columbus Circle Investors Management Inc. as the
managing partner. Columbus Circle Investors Division of Thomson
Advisory Group L.P. ("TAG"), the predecessor investment adviser to
Columbus Circle, commenced operations in 1975. Accounts managed by
Columbus Circle had combined assets as of December 31, 1998 of ap-
proximately $9.6 billion. Columbus Circle's address is Metro Cen-
ter, One Station Place, 8th Floor, Stamford, Connecticut 06902.
Columbus Circle is registered as an investment adviser with the
Securities and Exchange Commission.
At the center of Columbus Circle's equity investment strategy
is its theory of Positive Momentum & Positive Surprise. This the-
ory asserts that a good company doing better than generally ex-
pected will experience a rise in its stock price, and conversely,
a company falling short of expectations will experience a drop in
its stock price. Based on this theory, Columbus Circle attempts to
manage the Renaissance Fund with a view to investing in growing
companies that are surprising the market with business results
that are better than anticipated.
Investment decisions made by Columbus Circle are generally made
by one or more committees, although Clifford G. Fox has primary
responsibility for the day-to-day management of the Renaissance
Fund. Mr. Fox, a Managing Director of Columbus Circle, has 17
years of investment management experience. He received his bache-
lor's degree from the University of Pennsylvania and his MBA from
New York University, and he is a Chartered Financial Analyst.
Cadence manages the Capital Appreciation and Mid-Cap Growth Funds,
as well as a portion of the Common Stock Segment of the Balanced
Fund (the "Cadence Funds"). Cadence is an investment management
firm organized as a general partnership. Cadence has two partners:
PIMCO Advisors as the supervisory partner, and Cadence Capital
Management Inc. as the managing partner. Cadence Capital Manage-
ment Corporation, the predecessor investment adviser to Cadence,
commenced operations in 1988. Accounts managed by Cadence had com-
bined assets as of December 31, 1998 of approximately $7.4 bil-
lion. Cadence's address is Exchange Place, 53 State Street, Bos-
ton, Massachusetts 02109. Cadence is registered as an investment
adviser with the Securities and Exchange Commission.
David B. Breed, William B. Bannick, Katherine A. Burdon and Pe-
ter B. McManus are primarily responsible for the day-to-day man-
agement of the Cadence Funds. Mr. Breed is a Managing Director,
the Chief Executive Officer, and a founding partner of Cadence,
and has 25 years' investment management experience. He has been
the driving force in developing the firm's growth-oriented stock
screening and selection process and has been with Cadence or its
predecessor since its inception. Mr. Breed graduated from the Uni-
versity of Massachusetts and received his MBA from the Wharton
School of Business. He is a Chartered Financial Analyst. Mr.
Bannick is a Managing Director and Executive Vice President of Ca-
dence and has 13 years' investment management experience. He pre-
viously served as Executive Vice President of George D. Bjurman &
Associates and as Supervising Portfolio Manager of Trinity Invest-
ment Management Corporation. Mr. Bannick joined the predecessor of
Cadence in 1992. He graduated from the University of Massachusetts
and received his MBA from Boston University. Mr. Bannick is
a Chartered Financial Analyst. Ms. Burdon is a Managing Director
and Portfolio Manager of Cadence and has 10 years' investment man-
agement experience. She previously served as a Vice President and
Portfolio Manager of The Boston Company. Ms. Burdon joined the
predecessor of Cadence in 1993. She graduated from Stanford Uni-
versity and received a Master of
April , 1999 63
<PAGE>
Science degree from Northeastern University. Ms. Burdon is a
Chartered Financial Analyst and Certified Public Accountant. Mr.
McManus is Director of Fund Management of Cadence and has 21
years' investment management experience. He previously served as a
Vice President of Bank of Boston. Mr. McManus joined Cadence in
1994. He graduated from the University of Massachusetts, and he is
certified as a Financial Planner.
NFJ manages the Equity Income, Value, Value 25 and Small-Cap Value
Funds, as well as a portion of the Common Stock Segment of the
Balanced Fund. NFJ is an investment management firm organized as a
general partnership. NFJ has two partners: PIMCO Advisors as the
supervisory partner, and NFJ Management Inc. as the managing part-
ner. NFJ Investment Group, Inc., the predecessor investment ad-
viser to NFJ, commenced operations in 1989. Accounts managed by
NFJ had combined assets as of December 31, 1998 of approximately
$2.4 billion. NFJ's address is 2121 San Jacinto, Suite 1840, Dal-
las, Texas 75201. NFJ is registered as an investment adviser with
the Securities and Exchange Commission.
Chris Najork and Benjamin Fischer are responsible for the day-
to-day management of the Equity Income Fund and the portion of the
Common Stock Segment of the Balanced Fund allocated to NFJ. Mr.
Najork is a Managing Director and a founding partner of NFJ and
has 30 years' experience encompassing equity research and portfo-
lio management. He received his bachelor's degree and MBA from
Southern Methodist University, and he is a Chartered Financial An-
alyst. Mr. Fischer is a Managing Director and a founding partner
of NFJ and has 32 years' experience encompassing equity research
and portfolio management. He received his bachelor's degree from
Oklahoma University and his MBA from the New York University Grad-
uate School of Business. He is a Chartered Financial Analyst.
Messrs. Najork, Fischer and Paul A. Magnuson are primarily respon-
sible for the day-to-day management of the Value Fund and the
Small-Cap Value Fund. Mr. Magnuson, a research analyst at NFJ, has
13 years' experience in equity research and portfolio management.
He received his bachelor's degree in Finance from the University
of Nebraska-Lincoln. Messrs. Najork, Fischer and Cliff Hoover are
primarily responsible for the day-to-day management of the Value
25 Fund. Mr. Hoover is a principal at NFJ and has 24 years' expe-
rience in portfolio management and banking. He received his bache-
lor's degree and MBA from Texas Tech University. He is a Chartered
Financial Analyst.
Blairlogie manages the International Fund. Blairlogie is an in-
vestment management firm, organized as a limited partnership under
the laws of the United Kingdom, with two general partners and one
limited partner. The general partners are PIMCO Advisors, which
serves as the supervisory partner, and Blairlogie Holdings Limit-
ed, a wholly owned subsidiary of PIMCO Advisors, which serves as
the managing partner. The limited partner is Blairlogie Partners
L.P., a limited partnership, the general partner of which is Pa-
cific Asset Management LLC (a subsidiary of Pacific Life Insurance
Company), and the limited partners of which are the principal ex-
ecutive officers of Blairlogie Capital Management. Blairlogie Cap-
ital Management Ltd., the predecessor investment adviser to
Blairlogie, commenced operations in 1992. Accounts managed by
Blairlogie had combined assets as of December 31, 1998 of approxi-
mately $900 million. Blairlogie's address is 4th Floor, 125
Princes Street, Edinburgh EH2 4AD, Scotland. Blairlogie is regis-
tered as an investment adviser with the Securities and Exchange
Commission in the United States and with the Investment Management
Regulatory Organisation in the United Kingdom.
James Smith is primarily responsible for the day-to-day manage-
ment of the International Fund. Mr. Smith is a Managing Director
and the Chief Investment Officer of Blairlogie and is responsible
for managing an investment team of six professionals who, in turn,
specialize in selection of stocks within Europe, Asia, and the
Americas, and in currency and derivatives. He previously served as
a Senior Portfolio Manager at Murray Johnstone in Glasgow,
Scotland, responsible for international investment management for
North American clients, and at Schroder Investment Management in
London. Mr. Smith received his bachelor's degree in Economics from
London University and his MBA from Edinburgh University. He is an
Associate of the Institute of Investment Management and Research.
[It is anticipated that PIMCO Advisors will sell substantially
all of its ownership interest in Blairlogie to Alleghany Asset
Management, Inc. on or about March 31, 1999 (the "Blairlogie
Transaction"). The Blairlogie Transaction is subject to a number
of conditions. Subject to the approval of the shareholders of the
International Fund,
64 PIMCO Funds: Multi-Manager Series
<PAGE>
PIMCO Advisors has determined to continue to retain Blairlogie as
Portfolio Manager of the Fund subsequent to the Blairlogie Trans-
action pursuant to a new portfolio management agreement between
PIMCO Advisors and Blairlogie. This Prospectus will be supple-
mented or revised if these events do not occur substantially in
accordance with the schedule outlined above.]
Pacific Investment Management manages the Fixed Income Securities
Segment of the Balanced Fund. Pacific Investment Management is an
investment management firm organized as a general partnership. Pa-
cific Investment Management has two partners: PIMCO Advisors as
the supervisory partner, and PIMCO Management, Inc. as the manag-
ing partner. Pacific Investment Management Company, the predeces-
sor investment adviser to Pacific Investment Management, commenced
operations in 1971. Pacific Investment Management had approxi-
mately $158 billion of assets under management as of December 31,
1998. Pacific Investment Management's address is 840 Newport Cen-
ter Drive, Suite 300, Newport Beach, California 92660. Pacific In-
vestment Management is registered as an investment adviser with
the Securities and Exchange Commission and as a commodity trading
adviser with the CFTC.
William H. Gross is responsible for the day-to-day management
of the Fixed Income Securities Segment of the Balanced Fund. Mr.
Gross is a founder and a Managing Director of Pacific Investment
Management and has been associated with Pacific Investment Manage-
ment or its predecessor for more than 28 years. He has extensive
investment experience in both credit research and fixed income
portfolio management. He received his bachelor's degree from Duke
University and his MBA from UCLA Graduate School of Business. Mr.
Gross is a Chartered Financial Analyst and a member of The Los An-
geles Society of Financial Analysts.
Parametric manages the Tax-Efficient Equity Fund. Parametric is an
investment management firm organized as a general partnership.
Parametric has two partners: PIMCO Advisors as the supervisory
partner, and Parametric Management Inc. as the managing partner.
Parametric Portfolio Associates, Inc., the predecessor investment
adviser to Parametric, commenced operations in 1987. Accounts man-
aged by Parametric had combined assets as of December 31, 1998 of
approximately $3.4 billion. Parametric's address is 7310 Columbia
Center, 701 Fifth Avenue, Seattle, Washington 98104-7090. Paramet-
ric is registered as an investment adviser with the Securities and
Exchange Commission and as a commodity trading adviser with the
CFTC.
David Stein, Tom Seto and Cliff Quisenberry are primarily re-
sponsible for the day-to-day management of the Tax-Efficient Eq-
uity Fund. Mr. Stein is a Managing Director of Parametric and has
been associated with Parametric since June of 1996. He also di-
rects research and product development for Parametric. Mr. Stein
graduated with bachelor's and master's degrees in Applied Mathe-
matics from the University of Witwatersrand, South Africa, and re-
ceived a Ph.D. in Applied Mathematics from Harvard University.
Prior to joining Parametric, Mr. Stein served as the Director of
Investment Research at GTE Investment Management, Director of Ac-
tive Equity Strategies at the Vanguard Group, and Director of
Quantitative Portfolio Management and Research at IBM. Mr. Seto is
a Vice President of Parametric and has 7 years of experience in
managing structured equity portfolios. Prior to joining Paramet-
ric, he served as the Head of U.S. Equity Index Investments at
Barclays Global Investors. Mr. Seto graduated from the University
of Washington with a bachelor's degree in Electrical Engineering,
and from the University of Chicago with an MBA in Finance. Mr.
Quisenberry, a Vice President of Parametric, has 9 years' experi-
ence as a portfolio manager and has been with Parametric since
1994. He previously served as a Vice President and Portfolio Man-
ager at Cutler & Co., and as a Security Analyst and Portfolio Man-
ager at Fred Alger Management. Mr. Quisenberry graduated from Yale
University with a bachelor's degree in Economics. He is a Chart-
ered Financial Analyst.
Van Eck is an unaffiliated investment adviser that manages the
Precious Metals Fund. Van Eck is a Delaware corporation which, to-
gether with its affiliates, provides investment advisory services
to other mutual funds and to private accounts. Van Eck is con-
trolled by John C. van Eck who, along with members of his immedi-
ate family, owns 100% of the stock of Van Eck. Accounts managed by
Van Eck had combined assets as of December 31, 1998 of approxi-
mately $1.1 billion. Van Eck's address is 99 Park Avenue, New
York, NY 10001. Van Eck is registered as an investment adviser
with the Securities and Exchange Commission.
April , 1999 Prospectus 65
<PAGE>
Henry J. Bingham, Executive Managing Director of Van Eck, has
served as the portfolio manager responsible for the day-to-day
management of the Precious Metals Fund since the Fund commenced
operations.
Registration as an investment adviser with the Securities and Ex-
change Commission does not involve supervision by the Securities
and Exchange Commission over investment advice, and registration
with the CFTC as a commodity trading adviser does not involve su-
pervision by the CFTC over commodities trading. The portfolio man-
agement agreements are not exclusive, and Columbus Circle, Ca-
dence, NFJ, Blairlogie, Pacific Investment Management, Parametric
and Van Eck may provide, and currently are providing, investment
management services to other clients, including other investment
companies.
Fund
Administrator
PIMCO Advisors also serves as administrator (the "Administrator")
for the Funds' Class A, Class B and Class C shares pursuant to an
administration agreement with the Trust. The Administrator pro-
vides or procures administrative services for Class A, Class B and
Class C shareholders of the Funds, which include clerical help and
accounting, bookkeeping, internal audit services and certain other
services required by the Funds, and preparation of reports to the
Funds' shareholders and regulatory filings. The Administrator has
retained Pacific Investment Management to provide such services as
sub-administrator. The Administrator and/or the sub-administrator
may also retain other affiliates to provide certain of these serv-
ices. In addition, the Administrator, at its own expense, arranges
for the provision of legal, audit, custody, transfer agency (in-
cluding sub-transfer agency and other administrative services) and
other services necessary for the ordinary operation of the Funds,
and is responsible for the costs of registration of the Trust's
shares and the printing of prospectuses and shareholder reports
for current shareholders.
The Funds (and not the Administrator) are responsible for the
following expenses: (i) salaries and other compensation of any of
the Trust's executive officers and employees who are not officers,
directors, stockholders, or employees of PIMCO Advisors, Pacific
Investment Management, or their subsidiaries or affiliates; (ii)
taxes and governmental fees; (iii) brokerage fees and commissions
and other portfolio transaction expenses; (iv) the costs of bor-
rowing money, including interest expenses; (v) fees and expenses
of the Trustees who are not "interested persons" of the Adviser,
any Portfolio Manager, or the Trust, and any counsel retained ex-
clusively for their benefit; (vi) extraordinary expenses, includ-
ing costs of litigation and indemnification expenses; (vii) ex-
penses which are capitalized in accordance with generally accepted
accounting principles; and (viii) any expenses allocated or allo-
cable to a specific class of shares, which include distribution
and/or service fees payable with respect to Class A, Class B and
Class C shares, and may include certain other expenses as permit-
ted by the Trust's Multiple Class Plan adopted pursuant to Rule
18f-3 under the 1940 Act, subject to review and approval by the
Trustees.
Advisory
and
Administrative
Fees
The Funds feature fixed advisory and administrative fees. For pro-
viding or arranging for the provision of investment advisory serv-
ices to the Funds as described above, PIMCO Advisors receives
monthly fees from each Fund at an annual rate based on the average
daily net assets of the Fund as follows:
<TABLE>
<CAPTION>
Advisory
Fund Fee Rate
---------------------------------
<S> <C>
Balanced, Equity
Income, Value, Tax-
Efficient Equity,
Capital Appreciation
and Mid-Cap Growth
Funds .45%
---------------------------------
Growth and Value 25
Funds .50%
---------------------------------
Target and Interna-
tional Funds .55%
---------------------------------
Renaissance, Small-Cap
Value and Precious
Metals Funds .60%
---------------------------------
Opportunity and Innova-
tion Funds .65%
</TABLE>
66 PIMCO Funds: Multi-Manager Series
<PAGE>
For providing or procuring administrative services to the Funds
as described above, the Administrator receives monthly fees from
each Fund at an annual rate based on the average daily net assets
attributable in the aggregate to the Fund's Class A, Class B and
Class C shares as follows:
<TABLE>
<CAPTION>
Administrative
Fund Fee Rate
------------------------------------------------------------
<S> <C>
Precious Metals Fund .45% of first $2.5 billion
.40% of amounts in excess of $2.5 billion
------------------------------------------------------------
International Fund .65% of first $2.5 billion
.60% of amounts in excess of $2.5 billion
------------------------------------------------------------
All Other Funds .40% of first $2.5 billion
.35% of amounts in excess of $2.5 billion
</TABLE>
The investment advisory, administration and sub-administration
agreements for the Funds may be terminated by the Trustees, or by
PIMCO Advisors or Pacific Investment Management (as the case may
be) on 60 days' written notice. In addition, these agreements may
be terminated with regard to the Renaissance, Growth, Target, Op-
portunity, International, Innovation and Precious Metals Funds by
a majority of the Trustees that are not interested persons of the
Trust, PIMCO Advisors, or Pacific Investment Management (as the
case may be) on 60 days' written notice. Following their initial
terms, the agreements will continue from year-to-year if approved
by the Trustees.
Pursuant to the portfolio management agreements between the Ad-
viser and the Portfolio Managers listed below, PIMCO Advisors (and
not the Funds or the Trust) pays each Portfolio Manager a fee
based on a percentage of the average daily net assets of the noted
Funds as follows: Columbus Circle--.38% for the Renaissance Fund;
Cadence--.35% for the Capital Appreciation Fund, .35% for the Mid-
Cap Growth Fund and .35% for the portion of the Common Stock Seg-
ment of the Balanced Fund allocated to Cadence; NFJ--.35% for the
Equity Income Fund, .35% for the Value Fund, .40% for the Value 25
Fund, .50% for the Small-Cap Value Fund and .35% for the portion
of the Common Stock Segment of the Balanced Fund allocated to NFJ;
Blairlogie--.40% for the International Fund; Pacific Investment
Management-- .25% for the Fixed Income Securities Segment of the
Balanced Fund; Parametric--.35% for the Tax-Efficient Equity Fund;
and Van Eck--.35% for the Precious Metals Fund. PIMCO Advisors
does not retain a separate firm to serve as Portfolio Manager for
the Growth, Target, Opportunity and Innovation Funds, and retains
all of the advisory fees it earns from those Funds.
Portfolio
TransactionsThe Adviser or, pursuant to the portfolio management agreements, a
Portfolio Manager, places orders for the purchase and sale of
portfolio investments for a Fund's accounts with brokers or deal-
ers selected by it in its discretion. In effecting purchases and
sales of portfolio securities for the accounts of the Funds, the
Adviser and the Portfolio Managers will seek the best price and
execution of the Fund's orders. In doing so, a Fund may pay higher
commission rates than the lowest available when the Adviser or
Portfolio Manager believes it is reasonable to do so in light of
the value of the brokerage and research services provided by the
broker effecting the transaction. The Adviser and Portfolio Manag-
ers also may consider sales of shares of the Trust as a factor in
the selection of broker-dealers to execute portfolio transactions
for the Trust.
Some securities considered for investment by the Funds may also
be appropriate for other clients served by the Adviser or the
Portfolio Managers. If a purchase or sale of securities consistent
with the investment policies of a Fund and one or more of these
clients is considered at or about the same time, transactions in
such securities will be allocated among the Fund and clients in a
manner deemed fair and reasonable by the Adviser or Portfolio Man-
ager. Particularly when investing in less liquid or illiquid secu-
rities of smaller capitalization companies, such allocation may
take into account the asset size of a Fund in determining whether
the allocation of an investment is suitable. As a result, larger
Funds may become more concentrated in more liquid securities than
smaller Funds or private accounts of
April , 1999 Prospectus 67
<PAGE>
the Adviser or a Portfolio Manager pursuing a small capitalization
investment strategy, which could adversely affect performance. The
Adviser or a Portfolio Manager may aggregate orders for the Funds
with simultaneous transactions entered into on behalf of its other
clients so long as price and transaction expense are averaged ei-
ther for the particular transaction or for that day.
Description of the Trust
Capitalization
The Trust was organized as a Massachusetts business trust on Au-
gust 24, 1990, and currently consists of twenty-eight portfolios
that are operational, fifteen of which are described in this Pro-
spectus. Other portfolios may be offered by means of a separate
prospectus. The Board of Trustees may establish additional portfo-
lios in the future. The capitalization of the Trust consists of an
unlimited number of shares of beneficial interest. When issued,
shares of the Trust are fully paid, non-assessable and freely
transferable.
Under Massachusetts law, shareholders could, under certain cir-
cumstances, be held liable for the obligations of the Trust. How-
ever, the Second Amended and Restated Agreement and Declaration of
Trust (the "Declaration of Trust") of the Trust disclaims share-
holder liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obliga-
tion or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust also provides for indemnifica-
tion out of a Fund's property for all loss and 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 fi-
nancial 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.
In addition to Class A, Class B and Class C shares, certain Funds
Multiple also offer Class D, Institutional Class and Administrative Class
Classesof shares through separate prospectuses. See "Alternative Purchase
Shares Arrangements." These other classes of shares of the Funds may have
different sales charges and expense levels, which will affect per-
formance accordingly. This Prospectus relates only to Class A,
Class B and Class C shares of the Funds.
Class A, Class B and Class C shares of each Fund represent in-
terests in the assets of that Fund, and each class has identical
dividend, liquidation and other rights and the same terms and con-
ditions, except that expenses related to the distribution and
shareholder servicing of Class A, Class B and Class C shares are
borne solely by such class and each class may, at the Trustees'
discretion, also pay a different share of other expenses, not in-
cluding advisory or custodial fees or other expenses related to
the management of the Trust's assets, if these expenses are actu-
ally incurred in a different amount by that class, or if the class
receives services of a different kind or to a different degree
than the other classes. All other expenses are allocated to each
class on the basis of the net asset value of that class in rela-
tion to the net asset value of the particular Fund.
Voting Each class of shares of each Fund has identical voting rights, ex-
cept 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 Distribu-
tion and Servicing Plan or agreement applicable only to that
class. These shares are entitled to vote at meetings of sharehold-
ers. Matters submitted to shareholder vote must be approved by
each Fund separately except (i) when required by the 1940 Act
shares shall be voted together and (ii) when the Trustees have de-
termined that the matter does not affect all Funds, then only
shareholders of the Fund or Funds affected shall be entitled to
vote on the matter. All classes of shares of a Fund will vote to-
gether, except with respect to a Distribution and Servicing Plan
or agreement applicable to a class of shares or when a class vote
is required as specified above or otherwise by the 1940 Act.
Shares are freely transferable, are
68 PIMCO Funds: Multi-Manager Series
<PAGE>
entitled to dividends as declared by the Trustees and, in liquida-
tion of the Trust, are entitled to receive the net assets of their
Fund, but not of the other Funds. The Trust does not generally
hold annual meetings of shareholders and will do so only when re-
quired by law. Shareholders may remove Trustees from office by
votes cast in person or by proxy at a meeting of shareholders or
by written consent. Such a meeting will be called at the written
request of the holders of 10% of the Trust's outstanding shares.
Shares entitle their holders to one vote per share (with pro-
portionate voting for fractional shares). As of March , 1999,
the following were shareholders of record of at least 25% of the
outstanding voting securities of the indicated Fund: [Note: To be
updated in a Post-Effective amendment filed prior to the effective
date of this Amendment] PIMCO Advisors L.P. (Newport Beach, Cali-
fornia), the Trust's investment adviser and administrator, with
respect to the Tax-Efficient Equity and Value 25 Funds; and Mer-
rill Lynch, Pierce, Fenner & Smith Inc. (Jacksonville, Florida)
with respect to the Target Fund. To the extent a shareholder is
also the beneficial owner of such shares, the shareholder may be
deemed to control (as that term is defined in the 1940 Act) the
Fund. As used in this Prospectus, the phrase "vote of a majority
of the outstanding shares" of a Fund (or the Trust) means the vote
of the lesser of: (1) 67% of the shares of the Fund (or the Trust)
present at a meeting, if the holders of more than 50% of the out-
standing shares are present in person or by proxy; or (2) more
than 50% of the outstanding shares of the Fund (or the Trust).
Mailings to Shareholders
To reduce the volume of mail shareholders receive, it is antici-
pated that only one copy of most Trust reports, such as the
Trust's annual reports, will be mailed to a shareholder's house-
hold (same surname, same address). A shareholder may call 1-800-
426-0107 if additional shareholder reports are desired.
April , 1999 69
<PAGE>
---------------------------------------------------------------------
PIMCO INVESTMENT ADVISER AND ADMINISTRATOR
Funds: PIMCO Advisors L.P., 800 Newport Center Drive, Newport Beach, CA
Multi- 92660
Manager ---------------------------------------------------------------------
Series PORTFOLIO MANAGERS
PIMCO Equity Advisors Division of PIMCO Advisors L.P., Cadence Capi-
tal Management, Columbus Circle Investors, NFJ Investment Group,
Blairlogie Capital Management, Pacific Investment Management Compa-
ny, Parametric Portfolio Associates, Van Eck Associates Corporation
---------------------------------------------------------------------
DISTRIBUTOR
PIMCO Funds Distributors LLC, 2187 Atlantic Street, Stamford, CT
06902
---------------------------------------------------------------------
CUSTODIAN
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, MO
64105
---------------------------------------------------------------------
SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
First Data Investor Services Group, Inc., P.O. Box 9688, Providence,
RI 02940
---------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105
---------------------------------------------------------------------
LEGAL COUNSEL
Ropes & Gray, One International Place, Boston, MA 02110
---------------------------------------------------------------------
For further information about the PIMCO Funds, call 1-800-426-0107
or visit our Web site at www.pimcofunds.com.
<PAGE>
PIMCO Funds is on the Web
w w w . p i m c o f u n d s . c o m
A Partial List of What's Available:
Daily Manager Commentary
Fund Manager Bios
Current and Historical Fund Performance
Lipper Rankings
Morningstar Ratings
Listing of Fund Portfolio Holdings
Risk Analysis
Daily Share Prices
Downloadable Literature Section
On-Line Literature Requests
Resources for Investment Professionals
PIMCO Funds Distributors LLC is pleased to announce the launch of its Web site.
You and your financial advisor now have around-the-clock access to the most
timely and comprehensive information available on all of the PIMCO Funds. In
addition, the site includes daily commentary from our fund managers, with
insights on the economy and other factors affecting the stock and bond markets.
[Graphic of Web page appears here]
You'll find the site to be informative and easy-to-use. It's divided into three
main sections: Investment Insight, Fund Information and Resources. And there are
several functions that can help you navigate your way around the site. We can
be found on the Worldwide Web at wwww.pimcofunds.com.
[Graphic of Web page appears here]
Investment Insight
The Investment Insight section provides an overview of six of the investment
management firms under the PIMCO Advisors L.P. umbrella. You'll find an
explanation of each firm's investment process, biographies of the investment
team, manager updates and more.
[Graphic of Web page appears here]
Fund Information
In the Fund Information section you'll access detailed profiles of all the PIMCO
Funds, including current and historical performance, Lipper rankings and
Morningstar ratings. Additionally, we provide a summary of a fund's
portfolio--complete with risk analysis data. You can also obtain daily fund
share prices. Please read the relevant prospectus carefully before you invest in
any PIMCO Fund.
[Graphic of Web page appears here]
Resources
Our Resources section features a variety of useful information, including:
[_] an on-line document library with applications and forms that you can view
and print
[_] a literature-by-mail "catalog," so you can order free materials
[_] information about our convenient shareholder services, such as Auto-Invest,
Fund Link and our 24-Hour Telephone Information System
[_] a listing of the features and benefits of the retirement plans offered by
PIMCO Funds
[_] a feature--"My Portfolio"--which enables you to track your portfolio
(including PIMCO Funds, other funds, stocks, futures and options), get detailed
stock quotes and more.
Questions?
We're sure you'll find the PIMCO Funds Web site to be an invaluable tool. If you
have any questions about the site, call us at 1-800-426-0107. Or, use the e-mail
feature of the site to contact us.
PIMCO
FUNDS
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated April __, 1999
to the
Prospectus for Class A, Class B
and Class C Shares Dated April __, 1999
Disclosure relating to
PIMCO International Developed Fund and
PIMCO Emerging Markets Fund
- --------------------------------------------------------------------------------
This document supplements the PIMCO Funds: Multi-Manager Series (the "Trust")
Prospectus for Class A, Class B and Class C Shares dated April __, 1999
(the "Retail Prospectus").
- --------------------------------------------------------------------------------
In addition to the diversified investment portfolios described in the
Retail Prospectus, the Trust also offers Class A and Class C Shares of PIMCO
International Developed Fund and PIMCO Emerging Markets Fund (the "Funds").
Existing Class A and Class C shareholders of the Funds and participants in
certain qualified benefit plans that own Class A or Class C shares of the Funds
as of April , 1999 may purchase additional shares. Otherwise, shares of the
Funds are not available for investment or exchanges. See "Purchase, Redemption
and Exchange Information" below.
1. Schedule of Fees (applicable to both Funds).
<TABLE>
<CAPTION>
Shareholder Transaction Expenses:
Class A Class C
Shares Shares
-------- -------
<S> <C> <C>
Maximum initial sales charge imposed on purchases 5.50% None
(as a percentage of offering price at time of purchase)
Maximum sales charge imposed on reinvested dividends None None
(as a percentage of offering price at time of purchase)
Maximum contingent deferred sales charge ("CDSC") 1%/(1)/ 1%/(2)/
(as a percentage of original purchase price)
Exchange Fee 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 Retail Prospectus.
2. The CDSC on Class C shares is imposed only on shares redeemed in the first
year.
<PAGE>
<TABLE>
<CAPTION>
Example: You would pay the
Class A Shares following expenses on a Example: You would pay
Annual Fund $1,000 investment assuming the following expenses on
Operating Expenses (1) 5% annual return and a $1,000 investment
(As a percentage of average (2) redemption at the end assuming (1) 5% annual
net assets): of each time period: return and (2) no redemption:
- -----------------------------------------------------------------------------------------------------------------------
Total
Admini- Fund
Advisory strative 12b-1 Operating 1 3 5 10 1 3 5 10
Fund Fees Fees(1) Fees(2) Expenses Year Years Years Years Year Years Years Years
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
International Developed .60% .65% .25% 1.50% $69 $100 $132 $224 $69 $100 $132 $224
Emerging Markets .85 .65 .25 1.75 72 107 145 250 72 107 145 250
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a Example: You would pay
Class C Shares Annual Fund $1,000 investment assuming the following expenses on
Operating Expenses (1) 5% annual return and a $1,000 investment
(As a percentage of average (2) redemption at the end assuming (1) 5% annual
net assets): of each time period: return and (2) no redemption:
- ------------------------------------------------------------------------------------------------------------------------
Total
Admini- Fund
Advisory strative 12b-1 Operating 1 3 5 10 1 3 5 10
Fund Fees Fees(1) Fees(2) Expenses Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
International Developed .60% .65% 1.00% 2.25% $33 $70 $120 $258 $23 $70 $120 $258
Emerging Markets .85 .65 1.00 2.50 35 78 133 284 25 78 133 284
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. The Administrative Fees for each 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" below.
2. 12b-1 fees which are 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" in the Retail Prospectus.
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 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 C shares, a 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.
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>
2. Financial Highlights.
The following financial highlights present certain information and ratios
as well as performance information for the Funds. The information provided
below is included in the June 30, 1998 PIMCO Funds Annual Report (relating to
Class A, B and C shares) and has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon is also included in such Annual
Report. The Annual Report is incorporated by reference in the Statement of
Additional Information and may be obtained without charge from the Distributor.
Financial Statements and related notes are also incorporated by reference in the
Statement of Additional Information.
<TABLE>
<CAPTION>
Total Dividends
Net Asset Net Realized/ Income Dividends in Excess
Value Net Unrealized Gain From From Net of Net
Selected Per Share Data Beginning Investment (Loss) on Investment Investment Investment
for the Period Ended: of Period Income (Loss) Investments Operations Income Income
- --------------------------------------------------------------------------------------------------------------------
International Developed Fund
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A
06/30/98 $13.08 $ 0.18 (a) $ 1.68 (a) $ 1.86 $(0.10) $0.00
01/20/97 - 06/30/97 11.71 0.09 (a) 1.28 (a) 1.37 0.00 0.00
Class C
06/30/98 13.06 0.02 (a) 1.71 (a) 1.73 (0.06) 0.00
01/20/97 - 06/30/97 11.71 0.06 (a) 1.29 (a) 1.35 0.00 0.00
Emerging Markets Fund
Class A
06/30/98 $13.94 $ 0.03 (a) $ (3.85)(a) $ (3.82) $ 0.00 $0.00
01/20/97 - 06/30/97 12.82 0.09 (a) 1.03 (a) 1.12 0.00 0.00
Class C
06/30/98 13.89 (0.06)(a) (3.81)(a) (3.87) 0.00 0.00
01/20/97 - 06/30/97 12.82 0.04 (a) 1.03 (a) 1.07 0.00 0.00
<CAPTION>
Dributions Distributions
From Net in Excess
Realized of Net Distributions
Selected Per Share Data Capital Realized from
for the Period Ended: Gains Capital Gains Equalization
- ---------------------------------------------------------------------
International Developed Fund
- ---------------------------------------------------------------------
<S> <C> <C>
Class A
06/30/98 $(0.58) $0.00 $0.00
01/20/97 - 06/30/97 0.00 0.00 0.00
Class C
06/30/98 (0.58) 0.00 0.00
01/20/97 - 06/30/97 0.00 0.00 0.00
Emerging Markets Fund
Class A
06/30/98 $ 0.00 $0.00 $0.00
01/20/97 - 06/30/97 0.00 0.00 0.00
Class C
06/30/98 0.00 0.00 0.00
01/20/97 - 06/30/97 0.00 0.00 0.00
</TABLE>
<TABLE>
<CAPTION> Ratio of Net
Ratio of Investment
Tax Basis Net Asset Net Assets Expenses Income (Loss) Portfolio
Selected Per Share Data Return of Total Value End Total End of to Average to Average Turnover
for the Period Ended: Capital Distributions of Period Return Period (000s) Net Assets Net Assets Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International Developed Fund
Class A
06/30/98 $ 0.00 $ (0.68) $ 14.26 15.49 % $ 1,061 1.57% 1.38% 60%
01/20/97 - 06/30/97 0.00 0.00 13.08 11.70 318 1.54* 1.74* 77
Class C
06/30/98 0.00 (0.64) 14.15 14.38 6,363 2.25 0.19 60
01/20/97 - 06/30/97 0.00 0.00 13.06 11.53 2,526 2.28* 1.07* 77
Emerging Markets Fund
Class A
06/30/98 $ 0.00 $ 0.00 $ 10.12 (27.40)% $ 426 1.78% 0.25 % 52%
01/20/97 - 06/30/97 0.00 0.00 13.94 8.74 214 1.89* 1.52* 74
Class C
06/30/98 0.00 0.00 10.02 (27.86) 1,169 2.54 (0.54) 52
01/20/97 - 06/30/97 0.00 0.00 13.89 8.35 1,833 2.63* 0.66* 74
</TABLE>
*Annualized
(a) Per share amounts based upon average number of shares outstanding during
the period.
-3-
<PAGE>
3. 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. The
investment objective of each of the International Developed and Emerging Markets
Funds is fundamental and may not be changed without shareholder approval by vote
of a majority of the outstanding shares of the Fund.
INTERNATIONAL DEVELOPED FUND seeks long-term growth of capital. The Fund
invests primarily in a diversified portfolio of international equity securities.
The Morgan Stanley Capital International EAFE (Europe, Australasia, Far East)
Index ("EAFE Index") is used as a basis for choosing the countries in which the
Fund invests. However, the Fund is not limited to the countries and weightings
of the EAFE Index. Under normal market conditions, the Fund will invest no more
than 35% of its assets in securities issued by companies located in countries
that the Portfolio Manager determines, on the basis of market capitalization,
liquidity, and other considerations, to have underdeveloped securities markets.
The Portfolio Manager applies two levels of screening in selecting investments
for the Fund. First, an active country selection model analyzes world markets
and assigns a relative value ranking, or "favorability weighting," to each
country in the relevant country universe to determine markets which are
relatively undervalued. Second, at the stock selection level, quality analysis
and value analysis are applied to each security, assessing variables such as
balance sheet strength and earnings growth (quality factors) and performance
relative to the industry, price to earnings ratios, and price to book ratios
(value factors). This two-level screening method identifies undervalued
securities for purchase and also provides a sell discipline for fully valued
securities. In selecting securities, the Portfolio Manager considers, to the
extent practicable and on the basis of information available to it for research,
a company's environmental business practices.
For purposes of allocating the Fund's investments, a company is considered to
be located in the country in which it is domiciled, in which it is primarily
traded, from which it derives a significant portion of its revenues, or in which
a significant portion of its goods or services are produced.
Most of the international equity securities in which the Fund invests will be
traded 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 EAFE 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,
and put and call options on foreign currencies. Up to 10% of the Fund's assets
may be invested in the securities of other investment companies. The Fund may
sell (write) call and put options. The Fund may utilize stock index futures
contracts and options thereon for hedging purposes and also for investment
purposes. For instance, the Fund may invest in stock index futures contracts
and related options as an alternative to purchasing individual stocks to adjust
its exposure to a particular foreign market. See "Characteristics and Risks of
Securities and Investment Techniques--Derivative Instruments--Index Futures" in
the Retail Prospectus. The Fund may also engage in equity index swap
transactions.
-4-
<PAGE>
Investing in the securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S. companies. For a
discussion of such risks, see "Characteristics and Risks of Securities and
Investment Techniques--Foreign Securities" in the Retail Prospectus.
Currently, the Portfolio Manager for the International Developed Fund is
Blairlogie Capital Management ("Blairlogie"). It is anticipated that the
International Developed Fund will reorganize as a series of another mutual fund
family on or about March 31, 1999 and thereafter would not be offered as a
series of the Trust. Please see the Note under "Management of the Trust" below
for details.
EMERGING MARKETS FUND seeks long-term growth of capital. The Fund invests
primarily in common stocks of companies located in countries identified as
emerging market countries. The Morgan Stanley Capital International Emerging
Markets Free Index ("MSCI Free Index") and the International Finance Corporation
Emerging Markets Index ("IFC Index") are used as the bases for choosing the
countries in which the Fund invests. However, the Fund is not limited to the
countries and weightings of these indexes. The Portfolio Manager applies two
levels of screening in selecting investments for the Fund. First, an active
country selection model analyzes world markets and assigns a relative value
ranking, or "favorability weighting," to each country in the relevant country
universe to determine markets which are relatively undervalued. Second, at the
stock selection level, quality analysis and value analysis are applied to each
security, assessing variables such as balance sheet strength and earnings growth
(quality factors), and performance relative to the industry, price to earnings
ratios, and price to book ratios (value factors). This two-level screening
method identifies undervalued securities for purchase as well as provides a sell
discipline for fully valued securities. In selecting securities, the Portfolio
Manager considers, to the extent practicable and on the basis of information
available to it for research, a company's environmental business practices.
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):
Argentina Greece Jordan Poland Sri Lanka
Brazil Hong Kong Malaysia Portugal Taiwan
Chile Hungary Mexico Romania Thailand
China India Pakistan Russia Turkey
Colombia Indonesia Peru South Africa Venezuela
Czech Republic Israel Philippines South Korea Zimbabwe
For purposes of allocating the Fund's investments, a company is considered
to be located in the country in which it is domiciled, in which it is primarily
traded, from which it derives a significant portion of its revenues, or in which
a significant portion of its 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 IFC Index. Such foreign currency
transactions may include forward foreign currency contracts, foreign exchange
futures contracts, and options thereon, currency
-5-
<PAGE>
exchange transactions on a spot (i.e., cash) basis, and put and call options on
foreign currencies. Up to 10% of the Fund's assets may be invested in the
securities of other investment companies. The Fund may sell (write) call and put
options. The Fund may utilize stock index futures contracts and options thereon
for hedging purposes and also for investment purposes. For instance, the Fund
may invest in stock index futures contracts and related options as an
alternative to purchasing individual stocks to adjust its exposure to a
particular foreign market. See "Characteristics and Risks of Securities and
Investment Techniques--Derivative Instruments--Index Futures" in the Retail
Prospectus. The Fund may also engage in equity index swap transactions.
Investing in the securities of foreign issuers, and particularly emerging
market issuers, involves special risks and considerations not typically
associated with investing in U.S. companies. For a discussion of such risks,
see "Characteristics and Risks of Securities and Investment Techniques--Foreign
Securities" in the Retail Prospectus.
Currently, the Portfolio Manager for the Emerging Markets Fund is
Blairlogie. It is anticipated that the Emerging Markets Fund will reorganize as
a series of another mutual fund family on or about March 31, 1999 and
thereafter would not be offered as a series of the Trust. Please see the Note
under "Management of the Trust" below for details.
Stock Funds. The International Developed and Emerging Markets Funds are
each "Stock Funds" as described in the Retail Prospectus. Each Fund will invest
primarily (normally at least 65% of its assets) in common stock. Each Fund may
maintain a portion of its assets, which will usually not exceed 10%, in U.S.
Government securities, high quality debt securities (whose maturity or remaining
maturity will not exceed five years), money market obligations, and in cash to
provide for payment of the Fund's expenses and to meet redemption requests. It
is the policy of the Funds to be as fully invested in common stocks as
practicable at all times. This policy precludes the Funds from investing in debt
securities as a defensive investment posture (although the Funds may invest in
such securities to provide for payment of expenses and to meet redemption
requests). Accordingly, investors in the Funds bear the risk of general declines
in stock prices and the risk that a Fund's exposure to such declines cannot be
lessened by investment in debt securities. The Funds may also invest in
convertible securities, preferred stocks, and warrants, subject to certain
limitations.
4. Characteristics and Risks of Securities and Investment Techniques.
The Funds may invest in the securities and utilize the investment
techniques described under the following sub-headings of "Characteristics and
Risks of Securities and Investment Techniques" in the Retail Prospectus and are
subject to the attendant risks described: "Investment in Companies with Small
and Medium Market Capitalizations," "Foreign Securities," "Foreign Currency
Transactions," "Money Market Instruments," "Convertible Securities," "Derivative
Instruments" (including "Options on Securities, Securities Indexes, and
Currencies," "Swap Agreement" (for the Emerging Markets Fund only), "Futures
Contracts and Options on Futures Contracts" and "Index Futures"), "Loans of
Portfolio Securities," "Short Sales," "When-Issued, Delayed Delivery and Forward
Commitment Transactions," "Repurchase Agreements," "Reverse Repurchase
Agreements and Other Borrowings," "Illiquid Securities," and "Investment in
Investment Companies." The Emerging Markets Fund may enter into equity index
swap agreements for purposes of gaining exposure to the stocks making up an
index of securities without actually purchasing those stocks. Each Fund is
subject to the risks described under "Service Systems - Year 2000 Problem" in
the Retail Prospectus.
-6-
<PAGE>
The Emerging Markets Fund is particularly sensitive to the risks associated
with investing in the securities of issuers based in "emerging market" countries
as described under "Foreign Securities" in the Retail Prospectus. The Emerging
Markets Fund is also subject to the risks described under "Foreign Securities -
Special Risks of Investing in Russian and Other Eastern European Securities" in
the Retail Prospectus.
The annual portfolio turnover rates for the Funds were as follows for
fiscal 1998 and 1997, respectively: International Developed Fund - 60% and 77%;
Emerging Markets Fund - 52% and 74%.
5. Purchase, Redemption and Exchange Information.
Please see "How to Buy Shares," "Alternative Purchase Arrangements,"
"Exchange Privilege" and "How to Redeem" in the Retail Prospectus for
information on purchase, redemption and exchange information for Class A and
Class C shares of the Funds.
Class A, B and C shares of the International Developed and Emerging Markets
Funds are not available for purchase or exchange by new investors. As of January
11, 1999, Class B shares are also not available for additional purchases or
exchanges by existing Class B shareholders. Existing Class A and C shareholders
of the Funds may purchase additional shares of the Funds. Also, participants in
certain self-directed qualified benefit plans that owned Class A or Class C
shares of a Fund as of April __, 1999 for any single plan participant will be
eligible to direct the purchase of the Fund's Class A or Class C shares by their
plan account for so long as the plan continues to own Class A or C shares of
the Fund for any plan participant. It is anticipated that the Funds will
reorganize as series of another mutual fund family on or about March 31, 1999.
Thereafter, shares of the Funds would not be available to any investor for
purchase from the Trust or for exchanges involving other PIMCO Funds. Please see
the Note under "Management of the Trust" below for details.
6. Management of the Trust.
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") serves as
investment adviser and administrator to the Funds. Please see "Management of
the Trust - Investment Adviser; and Fund Administrator" in the Retail Prospectus
for a description of PIMCO Advisors.
Blairlogie Capital Management ("Blairlogie") serves as the Portfolio
Manager of the Funds and James Smith of Blairlogie is primarily responsible for
the day-to-day management of each Fund. Please see "Management of the Trust -
Portfolio Managers - Blairlogie" in the Retail Prospectus for a description of
Blairlogie and biographical information about Mr. Smith.
Note: It is anticipated that PIMCO Advisors will sell substantially all of its
ownership interest in Blairlogie to Alleghany Asset Management, Inc. on or
about March 31, 1999 (the "Blairlogie Transaction"). The Blairlogie
Transaction is subject to a number of conditions, including approval by the
shareholders of the Emerging Markets and International Developed Funds. In
connection with the anticipated Blairlogie Transaction, it is proposed that the
Emerging Markets and International Developed Fund will transfer all of their
assets and liabilities to newly formed series of the Alleghany Funds to be
managed by Blairlogie (the proposed transactions are referred to as
"Reorganizations"). The proposed Reorganizations are subject to a number of
conditions, including approval by the Trust's Board of Trustees and the
shareholders of the Emerging Markets and International Developed Funds. The
Retail Prospectus will be supplemented or revised if any of these events
involving Blairlogie and the Funds do not occur substantially in accordance with
the schedule outlined above.
-7-
<PAGE>
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 receives monthly Advisory Fees from the International Developed
Fund at the annual rate of 0.60%, and from the Emerging Markets Fund at the
annual rate of 0.85%, each based on the average daily net assets of the relevant
Fund. Pursuant to the portfolio management agreement between PIMCO Advisors and
Blairlogie, PIMCO Advisors (and not the Funds or the Trust) pays Blairlogie fees
at the annual rate of 0.50% based on the average daily net assets of the
International Developed Fund and 0.75% based on the average daily net assets of
the Emerging Markets Fund.
For providing or procuring administrative services for the Funds, PIMCO
Advisors (in its capacity as Administrator) receives monthly Administrative Fees
from each Fund at the following annual rate based on the average daily net
assets attributable in the aggregate to each Fund's Class A, Class B and Class C
Shares: 0.65% of the first $2.5 billion and 0.60% of amounts in excess of $2.5
billion.
7. Distributions.
Net investment income from interest and dividends, if any, will be declared
and paid at least annually to shareholders of record by each of the
International Developed and Emerging Markets Funds.
-8-
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated ______, 1999
to the
Prospectus for Class A, Class B
and Class C Shares dated April __, 1999
Disclosure relating to:
PIMCO HARD ASSETS FUND
- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Class A, Class B and Class C Shares dated April __,
1999 (the "Retail Prospectus") which is included in Part A of this Registration
Statement.
- --------------------------------------------------------------------------------
The Trust intends to offer Class A, Class B and Class C Shares of PIMCO
Hard Assets Fund (the "Fund").
1. DATE OF THE PROSPECTUS.
The date of the Prospectus is hereby amended to ______, 1999.
2. STATEMENT OF ADDITIONAL INFORMATION.
The Trust's Statement of Additional Information, dated April __, 1999, as
amended or supplemented from time to time, is available free of charge by
writing to PIMCO Funds Distributors LLC (the "Distributor"), 2187 Atlantic
Street, Stamford, Connecticut, 06902, or by telephoning 800-426-0107. The
Statement of Additional Information, which contains more detailed information
about the Trust, has been filed with the Securities and Exchange Commission and
is incorporated by reference into the Retail Prospectus.
3. SCHEDULE OF FEES
Shareholder Transaction Expenses:
- ---------------------------------
<TABLE>
<CAPTION>
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 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>
_____________________________
(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 Retail 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 Retail Prospectus.
(3) The CDSC on Class C shares is imposed only on shares redeemed in the first
year.
<PAGE>
<TABLE>
<CAPTION>
EXAMPLE: You would pay the
following expenses on a EXAMPLE: You would pay the
$1,000 investment assuming following expenses on a
CLASS A SHARES ANNUAL FUND (1) 5% annual return and (2) $1,000 investment assuming
OPERATING EXPENSES redemption at the end of each (1) 5% annual return and (2)
(As a percentage of average net assets): time period: no redemption:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL
ADMINI- FUND
ADVISORY STRATIVE 12B-1 OPERATING 1 3 5 10 1 3 5 10
FUND FEES FEES/1/ FEES/2/ EXPENSES YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Hard Assets .60 .40 .25 1.25 67 92 120 198 67 92 120 198
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: You would pay the
following expenses on a EXAMPLE: You would pay the
$1,000 investment assuming following expenses on a
CLASS B SHARES ANNUAL FUND (1) 5% annual return and (2) $1,000 investment assuming
OPERATING EXPENSES redemption at the end of each (1) 5% annual return and (2)
(As a percentage of average net assets): time period: no redemption:
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL
ADMINI- FUND
FUND ADVISORY STRATIVE 12B-1 OPERATING 1 3 5 10 1 3 5 10
FEES FEES/1/ FEES/2/ EXPENSES YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
Hard Assets .60 .40 1.00 2.00 70 93 128 204 20 63 108 204
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: You would pay the
following expenses on a EXAMPLE: You would pay the
$1,000 investment assuming following expenses on a
CLASS C SHARES ANNUAL FUND (1) 5% annual return and (2) $1,000 investment assuming
OPERATING EXPENSES redemption at the end of each (1) 5% annual return and (2)
(As a percentage of average net assets): time period: no redemption:
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL
ADMINI- FUND
FUND ADVISORY STRATIVE 12B-1 OPERATING 1 3 5 10 1 3 5 10
FEES FEES/1/ FEES/2/ EXPENSES YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
Hard Assets .60 .40 1.00 2.00 30 63 108 233 20 63 108 233
- -----------------------------------------------------------------------------------------------------------------------------------
</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" in the Retail Prospectus.
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" in the Retail Prospectus.
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
-2-
<PAGE>
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.
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.
HARD ASSETS FUND seeks long-term growth of capital and income. The Fund
concentrates investments in a domestically-traded portfolio of common stocks of
companies principally engaged in the business of deriving revenues from a
tangible or real asset base ("hard assets"). These types of companies include
companies principally engaged in the extraction, processing, distribution,
marketing or leasing of energy-related products, timber, agricultural products,
minerals, precious metals or real estate holdings ("hard assets industries"). A
particular company is deemed to be "principally engaged" in a hard assets
industry if at the time of investment the Portfolio Manager considers that at
least 50% of the company's assets, revenues or profits are derived from a hard
assets industry. Normally, no more than 65% of the assets of the Fund will be
invested in any particular hard assets industry.
The Fund will seek to identify securities of companies which, based upon
the Portfolio Manager's evaluation of their fundamental investment
characteristics, are undervalued in comparison to
-3-
<PAGE>
the present or anticipated value of their respective peer groups and exhibit
specific qualitative parameters important to the Portfolio Manager. Replacements
of portfolio positions are made when the Portfolio Manager believes that an
existing position no longer exhibits the positive value or qualitative
characteristics it had at the time of investment.
The Fund may invest a portion of its assets in securities of foreign
issuers traded on foreign securities markets, which will not exceed 15% of the
Fund's assets at the time of investment.
The Fund, because of its emphasis on certain related industrial sectors,
should be considered as one aspect of a diversified portfolio and may not be
suitable by itself as a balanced investment program. The Portfolio Manager for
the Hard Assets Fund is NFJ.
The Fund's investment objective and, unless otherwise noted, its
restrictions and policies relating to the investment of its assets are non-
fundamental and may be changed without shareholder approval. The annual
portfolio turnover rate for the Fund is expected to be less than 100%.
-4-
<PAGE>
5. CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES.
Unless otherwise noted, the securities and investment techniques and
related risks applicable to the Hard Assets Fund are the same as those described
for PIMCO Precious Metals Fund in the Retail Prospectus (although the Hard
Assets Fund is generally more limited that the Precious Metals Fund with respect
to investments in foreign securities and related derivative instruments).
6. MANAGEMENT OF THE TRUST.
Disclosure relating to PIMCO Advisors L.P., the Investment Advisor and
Administrator for each of the Funds, is included under the sub-headings
"Investment Advisor" and "Fund Administrator" under "Management of the Trust" in
the Retail Prospectus.
-5-
<PAGE>
NFJ manages the Hard Assets Fund. Chris Najork, Benjamin Fischer and Paul
A. Magnuson are primarily responsible for the day-to-day management of the Hard
Assets Fund. Disclosure relating to NFJ and Messrs. Najork, Fischer and Magnuson
is included under "Management of the Trust - Portfolio Managers - NFJ" in the
Retail Prospectus.
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 monthly Advisory
Fees from the Fund at the annual rate of .60% based on the average daily net
assets of the Fund. Pursuant to the portfolio management agreement between PIMCO
Advisors L.P. and NFJ, PIMCO Advisors (and not the Fund or the Trust) pays NFJ
fees at the annual rate of .50% for the Fund.
For providing or procuring administrative services for the Fund as
described above, PIMCO Advisors L.P. (in its capacity as Administrator) receives
monthly Administrative Fees from the Fund at the annual rate of .40% 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.
-6-
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated _________, 1999
to the
Prospectus for Class A, Class B and
Class C Shares dated April __, 1999
Disclosure relating to:
PIMCO Enhanced Equity Fund
PIMCO Small-Cap Growth Fund
PIMCO Micro-Cap Growth Fund
PIMCO International Growth Fund
- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
"Trust") Prospectus for Class A, Class B and Class C Shares dated April __,
1999 (the "Retail Prospectus") which is included in Part A of this Registration
Statement.
- --------------------------------------------------------------------------------
The Trust intends to offer Class A, Class B and Class C Shares of the PIMCO
Enhanced Equity Fund, PIMCO Small Cap Growth Fund, PIMCO Micro Cap Growth Fund
and PIMCO International Growth Fund (together, the "Funds").
1. Schedule of Fees (applicable to all Funds).
Shareholder Transaction Expenses:
- --------------------------------
<TABLE>
<CAPTION>
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 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>
- -------------------
(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 Retail 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 Retail Prospectus.
(3) The CDSC on Class C shares is imposed only on shares redeemed in the first
year.
<PAGE>
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a Example: You would pay
Class A Shares Annual Fund $1,000 investment assuming the following expenses on a
Operating Expenses (1) 5% annual return and (2) $1,000 investment assuming
(As a percentage of average net redemption at the end of each (1) 5% annual return and (2)
assets): time period: no redemption:
- ------------------------------------------------------------------------------------------------------------------------------
Total
Admini- Fund
Fund Advisory strative 12b-1 Operating 1 3 5 10 1 3 5 10
Fees Fees/1/ Fees/2/ Expenses Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Enhanced Equity .45% .40% .25% 1.10% $66 $88 $112 $182 $66 $88 $112 $182
Small Cap Growth 1.00 .40 .25 1.65 $71 $104 $140 $240 $71 $104 $140 $240
Micro Cap Growth 1.25 .40 .25 1.90 $73 $111 $152 $265 $73 $111 $152 $265
International Growth .85 .65 .25 1.75 $72 $107 $145 $250 $72 $107 $145 $250
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Example: You would pay the
following expenses on a Example: You would pay
Class B Shares Annual Fund $1,000 investment assuming the following expenses on a
Operating Expenses (1) 5% annual return and (2) $1,000 investment assuming
(As a percentage of average net redemption at the end of each (1) 5% annual return and (2)
assets): time period: no redemption:
- ------------------------------------------------------------------------------------------------------------------------------
Total
Admini- Fund
Fund Advisory strative 12b-1 Operating 1 3 5 10 1 3 5 10
Fees Fees/1/ Fees/2/ Expenses Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Enhanced Equity .45% .40% 1.00% 1.85% $69 $88 $120 $188 $19 $58 $100 $188
Small Cap Growth 1.00 .40 1.00 2.40 $74 $105 $148 $246 $24 $75 $128 $246
Micro Cap Growth 1.25 .40 1.00 2.65 $77 $112 $161 $271 $27 $82 $141 $271
International Growth .85 .65 1.00 2.50 $75 $108 $153 $256 $25 $78 $133 $256
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Example: You would pay the
following expenses on a Example: You would pay
Class C Shares Annual Fund $1,000 investment assuming the following expenses on a
Operating Expenses (1) 5% annual return and (2) $1,000 investment assuming
(As a percentage of average net redemption at the end of each (1) 5% annual return and (2)
assets): time period: no redemption:
- ------------------------------------------------------------------------------------------------------------------------------
Total
Admini- Fund
Fund Advisory strative 12b-1 Operating 1 3 5 10 1 3 5 10
Fees Fees/1/ Fees/2/ Expenses Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Enhanced Equity .45% .40% 1.00% 1.85% $29 $58 $100 $217 $19 $58 $100 $217
Small Cap Growth 1.00 .40 1.00 2.40 $34 $75 $128 $274 $24 $75 $128 $274
Micro Cap Growth 1.25 .40 1.00 2.65 $37 $82 $141 $298 $27 $82 $141 $298
International Growth .85 .65 1.00 2.50 $35 $78 $133 $284 $25 $78 $133 $284
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. The Administrative Fees for each 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."
-2-
<PAGE>
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.
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. Investment Objectives and Policies; Characteristics and Risks of Securities
and Investment Techniques.
The investment objective and general investment policies of the Funds and
related risks of securities and investment techniques are described in the
corresponding sections of the Trust's Prospectus for Institutional and
Administrative Class Shares, dated April __, 1999 (the "Institutional
Prospectus"), which is included in Part A of this Registration Statement. The
relevant disclosure in the Institutional Prospectus is incorporated herein by
reference.
3. Distributions.
Disclosure relating to Fund distributions is incorporated herein by
reference to "Dividends, Distributions and Taxes" in the Institutional
Prospectus.
4. Management of the Trust.
Disclosure relating to the Investment Advisor and Portfolio Managers of the
Funds (including advisory and portfolio management fees) and the Administrator
for each of the Funds is incorporated herein by reference to the corresponding
sub-sections of "Management of the Trust" in the Institutional Prospectus.
Administrative Fees
- -------------------
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 Funds at the following annual rates, 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: Enhanced Equity Fund -
.40%; Small Cap Growth Fund - .40%; Micro Cap Growth Fund - .40%; International
Growth Fund - .65%.
-3-
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated , 1999
----------
to the
Prospectus for Class A, Class B
and Class C Shares Dated April __, 1999
Disclosure relating to
PIMCO Structured Emerging Markets Fund and
PIMCO Tax-Efficient 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 April __,
1999 (the "Retail Prospectus") which is included in Part A of this Registration
Statement.
- -------------------------------------------------------------------------------
The Trust intends to offer Class A, Class B and Class C Shares of PIMCO
Structured Emerging Markets Fund (the "Structured Emerging Markets Fund") and
PIMCO Tax-Efficient Structured Emerging Markets Fund (the "Tax-Efficient
Structured Emerging Markets Fund" and, together with the Structured Emerging
Markets Fund, the "Funds").
1. Schedule of Fees (applicable to both Funds).
<TABLE>
<CAPTION>
Structured Emerging Markets Fund and
Tax-Efficient Structured Emerging Markets Fund
----------------------------------------------
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 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>
(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 Retail 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 Retail 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):
- ------------------------------
Service/ Total Fund
Advisory Administrative 12b-1 Operating
Fees Fees/(1)/ Fees/(2)/ Expenses
--------- --------------- ---------- ----------
Class A Shares .45% .65% .25% 1.35%
Class B Shares .45% .65% 1.00% 2.10%
Class C Shares .45% .65% 1.00% 2.10%
- ------------------
1. The Administrative Fees for each 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:
1 Year 3 Years
------ -------
Class A Shares
Class B Shares
Class C Shares
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) no redemption:
1 Year 3 Years
------ -------
Class A Shares
Class B Shares
Class C Shares
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.
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>
2. 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
Fee Index ("MSCI Fee Index") or the Baring Emerging Markets 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 long-term 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):
Argentina India Peru South Africa
Botswana Indonesia Philippines South Korea
Brazil Israel Poland Thailand
Chile Kenya Portugal Turkey
China Latvia Russia Venezuela
Colombia Lithuania Romania Zimbabwe
Czech Republic Mauritius Slovak Republic
Egypt Malaysia Slovenia
Estonia Mexico
Ghana Morocco
Greece Pakistan
Hungary
-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 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, and 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. The Fund may also invest up to 5% of its assets in debt
securities of issuers located in emerging market countries, including corporate
debt securities and obligations issued or guaranteed by a Foreign government or
its agencies, authorities or instrumentalities.
Investing in securities of foreign issuers, and particularly emerging
market issuers, involves special risks and considerations not typically
associated with investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Techniques - Foreign
Securities" in the Retail Prospectus.
Tax-Efficient 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. The Fund intends to notify
each shareholder as to that portion of his or her capital gain dividends which
qualifies for a maximum tax rate of 20% in the hands of the shareholder. 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 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 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 Taxpayer 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.
3. 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 Retail Prospectus.
The annual portfolio turnover rate for the Structured Emerging Markets Fund
is expected to be less than 100%. The annual portfolio turnover rate for the
Tax-Efficient Structured Emerging Markets Fund is expected to be less than 40%.
4. 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 0.45% and from the Tax-Managed Structured
Emerging Markets Fund at the annual rate of 0.45%, 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. (and
not the Funds or the Trust) pays Parametric fees at the annual rate of 0.35%
based on the average daily net assets of the Structured Emerging Markets Fund
and 0.35% based on the average daily net assets of the Tax-Efficient 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 0.65% and from the Tax-Efficient Structured Emerging Markets Fund
at the annual rate of 0.65%, 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.
-5-
<PAGE>
5. 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-Efficient 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-Efficient Structured Emerging Markets Fund.
-6-
<PAGE>
PIMCO Funds Prospectus
-------------------------------------------------------------
Multi-Manager PIMCO EQUITY ADVISORS DIVISION OF PIMCO ADVISORS L.P.
Series Growth Fund Opportunity Fund
April _, 1999 Target Fund Innovation Fund
Share Classes
Ins Institutional -------------------------------------------------------------
Adm Administrative BLAIRLOGIE CAPITAL MANAGEMENT
Emerging Markets Fund International Fund
International Developed Fund
-------------------------------------------------------------
CADENCE CAPITAL MANAGEMENT
Capital Appreciation Fund Micro-Cap Growth Fund
Mid-Cap Growth Fund Small-Cap Growth Fund
-------------------------------------------------------------
COLUMBUS CIRCLE INVESTORS
Renaissance Fund Mid-Cap Equity Fund
Core Equity Fund International Growth Fund
-------------------------------------------------------------
NFJ INVESTMENT GROUP
Equity Income Fund Value 25 Fund
Value Fund Small-Cap Value Fund
-------------------------------------------------------------
PARAMETRIC PORTFOLIO ASSOCIATES
Enhanced Equity Fund Tax-Efficient Equity Fund
Structured Emerging Markets Fund
Tax-Efficient Structured Emerging
Markets Fund
-------------------------------------------------------------
MULTIPLE MANAGERS
Balanced Fund
PIMCO
------
FUNDS
<PAGE>
PIMCO Funds: Multi-Manager Series
Prospectus
April , 1999
PIMCO Funds: Multi-Manager Series (the "Trust"), formerly PIMCO Funds: Equity
Advisors Series, is an open-end series management investment company ("mutual
fund"). This Prospectus describes twenty-four separate diversified investment
portfolios (the "Funds") of the Trust. Each Fund has its own investment
objective and policies. The Trust is designed to provide access to the
professional investment management services offered by PIMCO Advisors L.P.
("PIMCO Advisors") and the Funds' Portfolio Managers.
This Prospectus describes two classes of shares which may be offered by each
Fund: the "Institutional Class" and the "Administrative Class." Through
separate prospectuses, certain Funds may offer up to four additional classes
of shares, Class A, Class B, Class C, and Class D shares. See "Other
Information--Multiple Classes of Shares."
This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds. It should be read and retained for
ready reference to information about the Funds. Information about the
investment objective of each Fund, along with a detailed description of the
types of securities in which each Fund may invest, and of investment policies
and restrictions applicable to each Fund, are set forth in this Prospectus.
There can be no assurance that the investment objective of any Fund will be
achieved. Because the market value of the Funds' investments will change, the
investment returns and net asset value per share of each Fund will vary.
A Statement of Additional Information, dated April , 1999, as amended or
supplemented from time to time, containing additional and more detailed
information about the Funds, has been filed with the Securities and Exchange
Commission and is hereby incorporated by reference into this Prospectus. The
Securities and Exchange Commission maintains an Internet World Wide Web site
(at www.sec.gov) which contains the Statement of Additional Information,
materials that are incorporated by reference into this Prospectus and the
Statement of Additional Information, and other information about the Funds.
The Statement of Additional Information is available without charge and may be
obtained by writing or calling:
PIMCO Funds
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Telephone: 1-800-927-4648
1-800-987-4626 (PIMCO Infolink Audio Response
Network).
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is
a criminal offense.
Shares of the Funds are not deposits or obligations of, or guaranteed or
endorsed by, any financial institution, and the shares are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other agency, and involve risk, including the possible loss of
principal.
2 PIMCO Funds: Multi-Manager Series
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary...................................................... 4
Expense Information..................................................... 9
Financial Highlights.................................................... 12
Investment Objectives and Policies...................................... 18
Investment Restrictions................................................. 33
Characteristics and Risks of Securities and Investment Techniques....... 35
Management of the Trust................................................. 49
Purchase of Shares...................................................... 56
Redemption of Shares.................................................... 60
Portfolio Transactions.................................................. 62
Net Asset Value......................................................... 63
Dividends, Distributions and Taxes...................................... 64
Other Information....................................................... 66
</TABLE>
April , 1999 Prospectus 3
<PAGE>
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end management
investment company ("mutual fund") organized as a Massachusetts business trust
on August 24, 1990. This Prospectus describes twenty-four separate diversified
investment portfolios (the "Funds") offered by the Trust.
Comparison of Funds
The following chart provides general information about each of the Funds. It
is qualified in its entirety by the more complete descriptions of the Funds
appearing elsewhere in this Prospectus.
Portfolio Manager
and Fund Investment Objective and Primary Investments
- --------------------------------------------------------------------------------
PIMCO Equity
Advisors Division of
PIMCO Advisors
Growth Seeks long-term growth of capital, income is incidental;
invests primarily in common stocks of companies with
market capitalizations of at least $5 billion.
- --------------------------------------------------------------------------------
Target Seeks capital appreciation, with no consideration given
to income; invests primarily in common stocks of
companies with market capitalizations of between $1
billion and $10 billion.
- --------------------------------------------------------------------------------
Opportunity Seeks capital appreciation, with no consideration given
to income; invests primarily in common stocks of
companies with market capitalizations of less than $2
billion.
- --------------------------------------------------------------------------------
Innovation Seeks capital appreciation, with no consideration given
to income; invests primarily in common stocks of
technology-related companies.
- --------------------------------------------------------------------------------
Blairlogie Capital
Management
Emerging Markets Seeks long-term growth of capital; invests primarily in
common stocks of companies located in emerging market
countries.
- --------------------------------------------------------------------------------
International Seeks long-term growth of capital; invests primarily in
Developed a diversified portfolio of international equity
securities.
- --------------------------------------------------------------------------------
International Seeks capital appreciation, income is incidental;
invests primarily in common stocks of non-U.S. issuers.
- --------------------------------------------------------------------------------
Cadence Capital
Management
Capital Seeks growth of capital; invests primarily in common
Appreciation stocks of companies with market capitalizations of at
least $1 billion that have improving fundamentals and
whose stock is reasonably valued by the market.
- --------------------------------------------------------------------------------
Mid-Cap Growth Seeks growth of capital; invests primarily in common
stocks of companies with market capitalizations in
excess of $500 million that have improving fundamentals
and whose stock is reasonably valued by the market.
- --------------------------------------------------------------------------------
Micro-Cap Growth Seeks long-term growth of capital; invests primarily in
common stocks of companies with market capitalizations
of less than $100 million that have improving
fundamentals and whose stock is reasonably valued by the
market.
- --------------------------------------------------------------------------------
Small-Cap Growth Seeks growth of capital; invests primarily in common
stocks of companies with market capitalizations between
$50 million and $1 billion that have improving
fundamentals and whose stock is reasonably valued by the
market.
- --------------------------------------------------------------------------------
(continued on next page)
- --------------------------------------------------------------------------------
4 PIMCO Funds: Multi-Manager Series
<PAGE>
PROSPECTUS SUMMARY (continued)
- --------------------------------------------------------------------------------
Comparison of Funds (continued)
Portfolio Manager
and Fund Investment Objective and Primary Investments
- --------------------------------------------------------------------------------
Columbus Circle
Investors
Renaissance Seeks long-term growth of capital and income; invests
primarily in common stocks with below-average valuations
that have improving business fundamentals.
- --------------------------------------------------------------------------------
Core Equity Seeks long-term growth of capital, with income as a
secondary objective; invests primarily in common stocks
of companies with market capitalizations in excess of $3
billion.
- --------------------------------------------------------------------------------
Mid-Cap Equity Seeks long-term growth of capital; invests primarily in
common stocks of companies with market capitalizations
between $800 million and $3 billion.
- --------------------------------------------------------------------------------
International Seeks long-term capital appreciation; invests primarily
Growth in an international portfolio of equity and equity-
related securities.
- --------------------------------------------------------------------------------
NFJ Investment Group
Equity Income Seeks current income as a primary investment objective,
and long-term growth of capital as a secondary
objective; invests primarily in common stocks with
below-average price to earnings ratios and higher
dividend yields relative to their industry groups.
- --------------------------------------------------------------------------------
Value Seeks long-term growth of capital and income; invests
primarily in common stocks with below-average price to
earnings ratios relative to their industry groups.
- --------------------------------------------------------------------------------
Value 25 Seeks long-term growth of capital and income; invests
primarily in approximately 25 common stocks with medium
market capitalizations and that have below-average price
to earnings ratios relative to their industry groups.
- --------------------------------------------------------------------------------
Small-Cap Value Seeks long-term growth of capital and income; invests
primarily in common stocks of companies with market
capitalizations between $50 million and $1 billion and
below-average price to earnings ratios relative to their
industry groups.
- --------------------------------------------------------------------------------
Parametric Portfolio
Associates
Enhanced Equity Seeks to provide a total return which equals or exceeds
the total return performance of an index representing
the performance of a reasonably broad spectrum of common
stocks (currently the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500")); invests primarily in
common stocks represented in the S&P 500.
- --------------------------------------------------------------------------------
Structured Seeks long-term growth of capital; invests primarily in
Emerging Markets common stocks of companies located in emerging market
countries.
- --------------------------------------------------------------------------------
Tax-Efficient Has the same investment objective and policies as the
Structured Structured Emerging Markets Fund, except that the Fund
Emerging Markets seeks to achieve superior after-tax returns for
shareholders by employing a variety of tax-efficient
management strategies.
- --------------------------------------------------------------------------------
Tax-Efficient Seeks maximum after-tax growth of capital; invests
Equity primarily in a broadly diversified portfolio of at least
200 common stocks of companies with larger market
capitalizations.
- --------------------------------------------------------------------------------
Multiple Managers
Balanced Seeks total return consistent with prudent investment
management; invests in common stocks, fixed income
securities and money market instruments.
- --------------------------------------------------------------------------------
Investment Risks and Considerations
The following are some of the primary risks relevant to an investment in the
Funds and to the securities in which the Funds invest. Investors should read
this Prospectus carefully for a more complete discussion of the risks relating
to an investment in the Funds. The value of all securities and other
instruments held by the Funds vary from time to time in
April , 1999 Prospectus 5
<PAGE>
PROSPECTUS SUMMARY (continued)
- --------------------------------------------------------------------------------
response to a wide variety of market factors. Consequently, the net asset value
per share of each Fund will vary. The net asset value per share of any Fund may
be less at the time of redemption than it was at the time of investment. Except
for the Balanced Fund, all of the Funds invest primarily in common stock or
other types of equity securities (the "Stock Funds"). Each of the Growth,
Target, Opportunity, Innovation, International, Renaissance, and International
Growth Funds may invest a portion of its assets in debt securities and may
invest up to 100% of its assets in money market instruments for temporary
defensive purposes. It is the policy of the other Stock Funds to be as fully
invested as practicable in common stock, except that the Structured Emerging
Markets and Tax-Efficient Structured Emerging Markets Funds may invest up to 5%
of their assets in debt securities of emerging market issuers. These other
Stock Funds may not invest in debt securities as a defensive investment posture
(although they may invest in such securities to provide for payment of expenses
and to meet redemption requests), and, therefore, may be more vulnerable to
general declines in stock prices. For further information, see "Investment
Objectives and Policies--Stock Funds.
Certain of the Funds may invest in debt securities rated lower than Baa by
Moody's Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Ratings
Services ("S&P"). Such securities carry a high degree of credit risk and are
considered speculative by the major rating agencies. Certain Funds may invest
in securities of foreign issuers, which may be subject to additional risk
factors, including foreign currency and political risks, not applicable to
securities of U.S. issuers. Investments by certain Funds in securities of
issuers based in countries with developing economies may pose political,
currency, and market risks greater than, or in addition to, risks of investing
in foreign developed countries. Certain of the Funds' investment techniques may
involve a form of borrowing, which may tend to exaggerate the effect on net
asset value of any increase or decrease in the market value of a Fund's
portfolio and may require liquidation of portfolio positions when it is not
advantageous to do so.
Certain Funds may (but are not required to) use derivative instruments,
including futures, options, options on futures, and swap agreements, for
hedging purposes or as part of their investment strategies. Use of these
instruments may involve certain costs and risks, including the risk that a Fund
could not close out a position when it would be most advantageous to do so, the
risk of an imperfect correlation between the value of the securities being
hedged and the value of the particular derivative instrument, and the risk that
unexpected changes in interest rates may adversely affect the value of a Fund's
investments in particular derivative instruments.
The Funds offer their shares to both retail and institutional investors.
Institutional shareholders, some of whom also may be investment advisory
clients of PIMCO Advisors L.P. or its affiliates, may hold large positions in
certain of the Funds. Such shareholders may on occasion make large redemptions
of their holdings in the Funds to meet their liquidity needs, in connection
with strategic adjustments to their overall portfolio of investments, or for
other purposes. Large redemptions from some Funds could require liquidation of
portfolio positions when it is not most desirable to do so. Liquidation of
portfolio holdings also may cause a Fund to realize taxable capital gains.
Investment Adviser and Portfolio Managers
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") serves as investment
adviser to the Trust. PIMCO Advisors is one of the largest investment
management firms in the U.S. As of December 31, 1998, PIMCO Advisors and its
subsidiary partnerships had approximately $244.2 billion in assets under
management. Subject to the supervision of the Board of Trustees of the Trust,
the Adviser is responsible for the investment program for the Funds in
accordance with each Fund's investment objective, policies, and restrictions.
The PIMCO Equity Advisors Division of PIMCO Advisors (the "PIMCO Equity
Advisors Division") serves as the Portfolio Manager for the Growth, Target,
Opportunity, and Innovation Funds. For all of the other Funds, the Adviser has
engaged its affiliates to serve as Portfolio Managers.
- --------------------------------------------------------------------------------
6 PIMCO Funds: Multi-Manager Series
<PAGE>
PROSPECTUS SUMMARY (continued)
- --------------------------------------------------------------------------------
These affiliated Portfolio Managers, each of which is a subsidiary partnership
of PIMCO Advisors, are Blairlogie Capital Management ("Blairlogie"), Cadence
Capital Management ("Cadence"), Columbus Circle Investors ("Columbus Circle"),
NFJ Investment Group ("NFJ"), Pacific Investment Management Company ("Pacific
Investment Management"), and Parametric Portfolio Associates ("Parametric").
Under the supervision of PIMCO Advisors, the Portfolio Managers make
determinations with respect to the purchase and sale of portfolio securities,
and they place, in the names of the Funds, orders for execution of the Funds'
transactions. For the Balanced Fund, PIMCO Advisors determines the allocation
of the Fund's assets among common stock and fixed income securities and
reserves the right to allocate a portion of the Fund's assets for investment in
money market instruments and to manage the investment of such assets. For its
services, the Adviser receives fees based on the average daily net assets of
each Fund. The Adviser (not the Trust) compensates the Portfolio Managers it
retains for the Funds out of its advisory fees. See "Management of the Trust."
[On or about March 31, 1999, it is anticipated that PIMCO Advisors will sell
substantially all of its ownership interest in Blairlogie (the "Blairlogie
Transaction). In connection with the Blairlogie Transaction, the Emerging
Markets and International Developed Funds will reorganize as series of another
mutual fund family and thereafter would not be offered as series of the Trust.
Subject to the approval of the shareholders of the International Fund, PIMCO
Advisors has determined to continue to retain Blairlogie as Portfolio Manager
of the Fund subsequent to the Blairlogie Transaction pursuant to a new
portfolio management agreement between PIMCO Advisors and Blairlogie. See
"Management of the Trust--Portfolio Managers--Blairlogie."]
Purchase of Shares
This Prospectus describes two classes of shares of each Fund: the
"Institutional Class" and the "Administrative Class." Shares of the
Institutional Class are offered primarily for direct investment by
institutional investors (Institutional Class shares may also be offered through
certain financial intermediaries that charge their customers transaction or
other fees with respect to the customers' investments in the Funds). Shares of
the Administrative Class are offered primarily through employee benefit plan
alliances, broker-dealers and other intermediaries. Each Fund pays service
and/or distribution fees to such entities for services they provide to such
Fund's shareholders of that class. Administrative Class shares of certain Funds
are not currently available for investment.
Except with respect to shares of the Structured Emerging Markets and Tax-
Efficient Structured Emerging Markets Funds, shares of the Institutional Class
and Administrative Class of the Funds are offered at the relevant next
determined net asset value with no sales charge or other fee. A "Fund
Reimbursement Fee" is normally charged on purchases of Institutional Class and
Administrative Class shares of the Structured Emerging Markets and Tax-
Efficient Structured Emerging Markets Funds equal to 1.00% of the net asset
value of the shares purchased. See "Purchase of Shares--Fund Reimbursement
Fees." The minimum initial investment for shares of either class is $5 million,
subject to certain exceptions described under "Purchase of Shares." Shares of
either class may also be offered to clients of the Adviser and its affiliates.
Shares of the Micro-Cap Growth and Small-Cap Growth Funds are normally not
available for purchase by new investors, although purchase orders may be
accepted in certain circumstances. Existing shareholders may continue to invest
in these Funds. These restrictions may be changed or eliminated at any time at
the discretion of the Trust's Board of Trustees. See "Purchase of Shares."
[Also, as noted above under "Investment Adviser and Portfolio Managers," it is
anticipated that the Emerging Markets and International Developed Funds will
reorganize as series of another mutual fund family on or about March 31, 1999,
and thereafter would not be offered as series of the Trust. See "Management of
the Trust--Portfolio Managers--Blairlogie."]
- --------------------------------------------------------------------------------
April , 1999 Prospectus 7
<PAGE>
PROSPECTUS SUMMARY (continued)
- --------------------------------------------------------------------------------
Redemptions and Exchanges
Institutional Class and Administrative Class shares of each Fund may be
redeemed without cost (except as noted below) at the relevant net asset value
per share of the class of that Fund next determined after receipt of the
redemption request. The redemption price may be more or less than the purchase
price.
Institutional Class and Administrative Class shares of any Fund may be
exchanged without cost (except as noted below) on the basis of relative net
asset values for shares of the same class of any other Fund or other series of
the Trust offered generally to the public, or for shares of the same class of a
series of PIMCO Funds: Pacific Investment Management Series, an affiliated
mutual fund family composed primarily of fixed income portfolios managed by
Pacific Investment Management. See "Redemption of Shares."
A Fund Reimbursement Fee is normally charged on redemptions and exchanges
involving Institutional Class and Administrative Class shares of the Structured
Emerging Markets and Tax-Efficient Structured Emerging Markets Funds equal to
1.00% of the net asset value of the shares redeemed or exchanged. See
"Redemption of Shares."
- --------------------------------------------------------------------------------
8 PIMCO Funds: Multi-Manager Series
<PAGE>
EXPENSE INFORMATION
- -------------------------------------------------------------------------------
Shareholder Transaction Expenses (Institutional Class and Administrative
Class):
<TABLE>
<S> <C>
Sales Load Imposed on Purchases....................................... None
Sales Load Imposed on Reinvested Dividends............................ None
Redemption Fee........................................................ None
Exchange Fee.......................................................... None
Fund Reimbursement Fee Imposed on Purchases, Redemptions and
Exchanges:
Structured Emerging Markets and Tax-Efficient Structured Emerging
Markets Funds....................................................... 1.00%*
All Other Funds...................................................... None
</TABLE>
* Unless a waiver applies, investors are charged a "Fund Reimbursement Fee"
in connection with purchases and redemptions involving Institutional Class
and Administrative Class shares of the Structured Emerging Markets and Tax-
Efficient Structured Emerging Markets Funds equal to 1.00% of the net asset
value of the shares purchased or redeemed. The fee also applies to
exchanges involving these Funds. See "Purchase of Shares--Fund
Reimbursement Fees" and "Redemption of Shares."
Annual Fund Operating Expenses (as a percentage of average daily net assets):
<TABLE>
<CAPTION>
Advisory Administrative Total
Institutional Class Shares Fee Fee Expenses
-------------------------- -------- -------------- --------
<S> <C> <C> <C>
Growth Fund................................ 0.50% 0.25% 0.75%
Target Fund................................ 0.55 0.25 0.80
Opportunity Fund........................... 0.65 0.25 0.90
Innovation Fund............................ 0.65 0.25 0.90
Emerging Markets Fund...................... 0.85 0.50 1.35
International Developed Fund............... 0.60 0.50 1.10
International Fund......................... 0.55 0.50 1.05
Capital Appreciation Fund.................. 0.45 0.25 0.70
Mid-Cap Growth Fund........................ 0.45 0.25 0.70
Micro-Cap Growth Fund...................... 1.25 0.25 1.50
Small-Cap Growth Fund...................... 1.00 0.25 1.25
Renaissance Fund........................... 0.60 0.25 0.85
Core Equity Fund........................... 0.57 0.25 0.82
Mid-Cap Equity Fund........................ 0.63 0.25 0.88
International Growth Fund.................. 0.85 0.50 1.35
Equity Income Fund......................... 0.45 0.25 0.70
Value Fund................................. 0.45 0.25 0.70
Value 25 Fund.............................. 0.50 0.25 0.75
Small-Cap Value Fund....................... 0.60 0.25 0.85
Enhanced Equity Fund....................... 0.45 0.25 0.70
Structured Emerging Markets Fund........... 0.45 0.50 0.95
Tax-Efficient Structured Emerging Markets
Fund...................................... 0.45 0.50 0.95
Tax-Efficient Equity Fund.................. 0.45 0.25 0.70
Balanced Fund.............................. 0.45 0.25 0.70
</TABLE>
<TABLE>
<CAPTION>
Service/
Advisory Administrative 12b-1 Total
Administrative Class Shares Fee Fee Fee Expenses
--------------------------- -------- -------------- -------- --------
<S> <C> <C> <C> <C>
Growth Fund........................ 0.50% 0.25% 0.25% 1.00%
Target Fund........................ 0.55 0.25 0.25 1.05
Opportunity Fund................... 0.65 0.25 0.25 1.15
Innovation Fund.................... 0.65 0.25 0.25 1.15
Emerging Markets Fund.............. 0.85 0.50 0.25 1.60
International Developed Fund....... 0.60 0.50 0.25 1.35
International Fund................. 0.55 0.50 0.25 1.30
Capital Appreciation Fund.......... 0.45 0.25 0.25 0.95
Mid-Cap Growth Fund................ 0.45 0.25 0.25 0.95
Micro-Cap Growth Fund.............. 1.25 0.25 0.25 1.75
Small-Cap Growth Fund.............. 1.00 0.25 0.25 1.50
Renaissance Fund................... 0.60 0.25 0.25 1.10
Core Equity Fund................... 0.57 0.25 0.25 1.07
Mid-Cap Equity Fund................ 0.63 0.25 0.25 1.13
International Growth Fund.......... 0.85 0.50 0.25 1.60
Equity Income Fund ................ 0.45 0.25 0.25 0.95
Value Fund......................... 0.45 0.25 0.25 0.95
Value 25 Fund...................... 0.50 0.25 0.25 1.00
</TABLE>
- --------------------------------------------------------------------------------
April , 1999 Prospectus 9
<PAGE>
EXPENSE INFORMATION (continued)
Annual Fund Operating Expenses (continued):
<TABLE>
<CAPTION>
Service/
Advisory Administrative 12b-1 Total
Administrative Class Shares Fee Fee Fee Expenses
--------------------------- -------- -------------- -------- --------
<S> <C> <C> <C> <C>
Small-Cap Value Fund.............. 0.60% 0.25% 0.25% 1.10%
Enhanced Equity Fund.............. 0.45 0.25 0.25 0.95
Structured Emerging Markets Fund.. 0.45 0.50 0.25 1.20
Tax-Efficient Structured Emerging
Markets Fund..................... 0.45 0.50 0.25 1.20
Tax-Efficient Equity Fund......... 0.45 0.25 0.25 0.95
Balanced Fund..................... 0.45 0.25 0.25 0.95
</TABLE>
For a more detailed discussion of the Funds' fees and expenses, see "Fund
Administrator," "Advisory and Administrative Fees," and "Service and
Distribution Fees" under the caption "Management of the Trust."
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>
Institutional Class Shares 1 year 3 years 5 years 10 years
-------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Fund................................. $ 8 $24 $42 $ 93
Target Fund................................. 8 26 44 99
Opportunity Fund............................ 9 29 50 111
Innovation Fund............................. 9 29 50 111
Emerging Markets Fund....................... 14 43 74 162
International Developed Fund................ 11 35 61 134
International Fund.......................... 11 33 58 128
Capital Appreciation Fund................... 7 22 39 87
Mid-Cap Growth Fund......................... 7 22 39 87
Micro-Cap Growth Fund....................... 15 47 82 179
Small-Cap Growth Fund....................... 13 40 69 151
Renaissance Fund............................ 9 27 47 105
Core Equity Fund............................ 8 26 46 101
Mid-Cap Equity Fund......................... 9 28 49 108
International Growth Fund................... 14 43 74 162
Equity Income Fund.......................... 7 22 39 87
Value Fund.................................. 7 22 39 87
Value 25 Fund............................... 8 24 -- --
Small-Cap Value Fund........................ 9 27 47 105
Enhanced Equity Fund........................ 7 22 39 87
Structured Emerging Markets Fund*........... 29 50 -- --
Tax-Efficient Structured Emerging Markets
Fund*...................................... 29 50 -- --
Tax-Efficient Equity Fund................... 7 22 -- --
Balanced Fund............................... 7 22 39 87
<CAPTION>
Administrative Class Shares 1 year 3 years 5 years 10 years
--------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Fund................................. $10 $32 $55 $122
Target Fund................................. 11 33 58 128
Opportunity Fund............................ 12 37 63 140
Innovation Fund............................. 12 37 63 140
Emerging Markets Fund....................... 16 50 87 190
International Developed Fund................ 14 43 74 163
International Fund.......................... 13 41 71 157
Capital Appreciation Fund................... 10 30 53 117
Mid-Cap Growth Fund......................... 10 30 53 117
Micro-Cap Growth Fund....................... 18 55 95 206
Small-Cap Growth Fund....................... 15 47 82 179
Renaissance Fund............................ 11 35 61 134
Core Equity Fund............................ 11 34 59 131
</TABLE>
10 PIMCO Funds: Multi-Manager Series
<PAGE>
EXPENSE INFORMATION (continued)
Example of Fund Expenses (continued):
<TABLE>
<CAPTION>
Administrative Class Shares 1 year 3 years 5 years 10 years
--------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Mid-Cap Equity Fund ........................ $12 $36 $62 $137
International Growth Fund................... 16 50 87 190
Equity Income Fund.......................... 10 30 53 117
Value Fund.................................. 10 30 53 117
Value 25 Fund............................... 10 32 -- --
Enhanced Equity Fund........................ 10 30 53 117
Structured Emerging Markets Fund*........... 32 58 -- --
Tax-Efficient Structured Emerging Markets
Fund*...................................... 32 58 -- --
Tax-Efficient Equity Fund................... 10 30 -- --
Balanced Fund............................... 10 30 53 117
</TABLE>
* The Examples for the Structured Emerging Markets and Tax-Efficient
Structured Emerging Markets Funds assume the payment of a Fund
Reimbursement Fee both at the time of purchase and at the time of
redemption even though such fees may be waived for certain investors. See
"Purchase of Shares--Fund Reimbursement Fees" and "Redemption of Shares."
Assuming there is no redemption at the end of the time periods listed, the
Examples for 1 year and 3 years, respectively, for the Structured Emerging
Markets and Tax-Efficient Structured Emerging Markets Funds would be as
follows: Institutional Class Shares--$20 and $40; and Administrative Class
Shares--$22 and $48.
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 Funds. The information is based upon each Fund's current
fees and expenses. 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.
April , 1999 Prospectus 11
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights set forth on the following pages present certain
information and ratios as well as performance information for the Funds that
were operational during the periods listed. Certain information provided below
is included in the June 30, 1998 PIMCO Funds Annual Report (relating to
Institutional Class and Administrative Class shares) and has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report thereon is
also included in such Annual Report. The Annual Report is incorporated by
reference in the Statement of Additional Information and may be obtained from
the Trust without charge. Financial statements and related notes are also
incorporated by reference in the Statement of Additional Information. The
Growth, Target, Opportunity, Innovation, International, Value 25, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets, and Tax-Efficient
Equity Funds did not offer Institutional or Administrative Class Shares during
the reporting periods through June 30, 1998. Prior to November 1, 1995, the
fiscal year end for each Fund listed below was October 31. [Unaudited
financial information for the period ended December 31, 1998 to be included in
a Post-Effective Amendment filed prior to the effective date of this
Amendment.]
Selected data for a share outstanding throughout each period:
<TABLE>
<CAPTION>
Net Asset Net Realized/ Total Dividends Dividends in Distributions
Value Net Unrealized Income from from Net Excess of Net from Net
Beginning Investment Gain (Loss) on Investment Investment Investment Realized
of Period Income (Loss) Investments Operations Income Income Capital Gains
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets Fund
Institutional Class
06/30/98 $13.96 $ 0.06 (a) $(3.84)(a) $(3.78) $ 0.00 $ 0.00 $ 0.00
06/30/97 12.66 0.06 (a) 1.30 (a) 1.36 (0.06) 0.00 0.00
11/01/95-06/30/96 11.27 0.03 1.40 1.43 (0.04) 0.00 0.00
10/31/95 16.53 0.07 (4.55) (4.48) (0.06) 0.00 (0.72)
10/31/94 12.27 (0.01) 4.45 4.44 0.00 0.00 (0.18)
06/01/93-10/31/93 10.00 0.03 2.52 2.55 (0.02) 0.00 (0.26)
Administrative Class
06/30/98 13.95 0.09 (a) (3.90)(a) (3.81) 0.00 0.00 0.00
06/30/97 12.63 0.00 (a) 1.32 (a) 1.32 0.00 0.00 0.00
11/01/95-06/30/96 11.24 0.02 (a) 1.40 (a) 1.42 (0.03) 0.00 0.00
10/31/95 16.95 0.00 (4.95) (4.95) (0.05) 0.00 (0.71)
International Developed
Fund (i)
Institutional Class
06/30/98 $13.12 $ 0.16 (a) $ 1.73 (a) $ 1.89 $(0.11) $ 0.00 $(0.58)
06/30/97 12.54 0.10 (a) 1.09 (a) 1.19 0.00 0.00 (0.61)
11/01/95-06/30/96 11.74 0.72 0.72 1.44 (0.07) (0.36) (0.21)
10/31/95 11.86 0.10 0.30 0.40 (0.09) 0.00 (0.43)
10/31/94 10.69 0.09 1.15 1.24 (0.03) 0.00 (0.04)
06/08/93-10/31/93 10.00 0.05 0.69 0.74 (0.04) 0.00 (0.01)
Administrative Class
06/30/98 13.05 0.17 (a) 1.69 (a) 1.86 (0.03) 0.00 (0.58)
06/30/97 12.51 0.06 (a) 1.09 (a) 1.15 0.00 0.00 (0.61)
11/01/95-06/30/96 11.73 0.69 (a) 0.72 (a) 1.41 (0.07) (0.35) (0.21)
11/30/94-10/31/95 11.21 0.02 1.01 1.03 (0.08) 0.00 0.43)
Capital Appreciation
Fund
Institutional Class
06/30/98 $21.19 $ 0.15 (a) $ 6.59 (a) $ 6.74 $(0.12) $ 0.00 $(1.68)
06/30/97 18.10 0.24 5.08 5.32 (0.10) 0.00 (2.13)
11/01/95-06/30/96 16.94 0.35 1.99 2.34 (0.15) 0.00 (1.03)
10/31/95 13.34 0.18 3.60 3.78 (0.18) 0.00 0.00
10/31/94 13.50 0.14 (0.12) 0.02 (0.14) 0.00 (0.04)
10/31/93 11.27 0.11 2.73 2.84 (0.11) 0.00 (0.50)
10/31/92 11.02 0.14 1.05 1.19 (0.14) 0.00 (0.72)
03/08/91-10/31/91 10.00 0.09 1.02 1.11 (0.09) 0.00 0.00
Administrative Class
06/30/98 21.16 0.10 (a) 6.55 (a) 6.65 (0.14) 0.00 (1.68)
07/31/96-06/30/97 17.19 0.16 6.03 6.19 (0.09) 0.00 (2.13)
Mid-Cap Growth Fund
Institutional Class
06/30/98 $20.28 $ 0.11 (a) $ 5.11 (a) $ 5.22 $(0.07) $(0.01) $(1.33)
06/30/97 19.44 (0.07) 5.25 5.18 (0.05) 0.00 (4.29)
11/01/95-06/30/96 18.16 0.32 1.53 1.85 (0.14) 0.00 (0.43)
10/31/95 13.97 0.07 4.19 4.26 (0.07) 0.00 0.00
10/31/94 13.97 0.06 0.01 0.07 (0.06) 0.00 (0.01)
10/31/93 11.29 0.07 2.70 2.77 (0.07) 0.00 (0.02)
10/31/92 10.28 0.10 1.03 1.13 (0.10) 0.00 0.00
08/26/91-10/31/91 10.00 0.02 0.27 0.29 (0.01) 0.00 0.00
Administrative Class
06/30/98 20.24 0.05 (a) 5.08 (a) 5.13 (0.07) (0.01) (1.33)
06/30/97 19.44 (0.13) 5.25 5.12 (0.03) 0.00 (4.29)
11/01/95-06/30/96 18.17 0.28 1.53 1.81 (0.11) 0.00 (0.43)
11/30/94-10/31/95 13.31 0.03 4.85 4.88 (0.02) 0.00 0.00
</TABLE>
- --------
*Annualized
(a)Per share amounts based on average number of shares outstanding during the
period.
(i)Formerly the Blairlogie International Active Fund.
12 PIMCO Funds: Multi-Manager Series
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>
Ratio of Net
Distributions Ratio of Investment
in Excess of Distributions Tax Basis Net Asset Net Assets Expenses to Income (Loss)
Net Realized from Return of Total Value End End of Average Net to Average Portfolio
Capital Gains Equalization Capital Distributions of Period Total Return Period (000s) Assets Net Assets Turnover Rate
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0.00 $ 0.00 $0.00 $ 0.00 $10.18 (27.08)% $ 24,251 1.39% 0.52% 52%
0.00 0.00 0.00 (0.06) 13.96 10.85 52,703 1.45 0.45 74
0.00 0.00 0.00 (0.04) 12.66 12.70 80,545 1.35* 0.84* 74
0.00 0.00 0.00 (0.78) 11.27 (27.70) 73,539 1.35 0.57 118
0.00 0.00 0.00 (0.18) 16.53 36.31 79,620 1.35 (0.06) 79
0.00 0.00 0.00 (0.28) 12.27 25.55 14,625 1.34* 0.64* 37
0.00 0.00 0.00 0.00 10.14 (27.31) 1,339 1.65 0.81 52
0.00 0.00 0.00 0.00 13.95 10.45 117 1.69 0.02 74
0.00 0.00 0.00 (0.03) 12.63 12.70 368 1.61* 0.18* 74
0.00 0.00 0.00 (0.76) 11.24 (27.96) 830 1.62 0.02 118
$0.00 $ 0.00 $0.00 $(0.69) $14.32 15.69% $122,126 1.11% 1.20% 60%
0.00 0.00 0.00 (0.61) 13.12 10.07 94,044 1.13 0.85 77
0.00 0.00 0.00 (0.64) 12.54 12.54 70,207 1.10* 0.81* 60
0.00 0.00 0.00 (0.52) 11.74 3.83 63,607 1.10 1.10 63
0.00 0.00 0.00 (0.07) 11.86 11.68 22,569 1.10 1.12 89
0.00 0.00 0.00 (0.05) 10.69 7.39 8,299 1.10* 0.91* 20
0.00 0.00 0.00 (0.61) 14.30 15.33 6,299 1.36 1.31 60
0.00 0.00 0.00 (0.61) 13.05 9.77 2,302 1.38 0.52 77
0.00 0.00 0.00 (0.63) 12.51 12.33 5,624 1.35* 1.04* 60
0.00 0.00 0.00 (0.51) 11.73 9.61 675 1.34* 0.50* 58
$0.00 $ 0.00 $0.00 $(1.80) $26.13 32.97% $805,856 0.71% 0.64% 75%
0.00 0.00 0.00 (2.23) 21.19 31.52 536,187 0.71 1.02 87
0.00 0.00 0.00 (1.18) 18.10 14.65 348,728 0.70* 1.33* 73
0.00 0.00 0.00 (0.18) 16.94 28.47 236,220 0.70 1.22 83
0.00 0.00 0.00 (0.18) 13.34 0.15 165,441 0.70 1.17 77
0.00 0.00 0.00 (0.61) 13.50 25.30 84,990 0.70 0.94 81
0.00 (0.08) 0.00 (0.94) 11.27 10.75 36,334 0.70 1.13 134
0.00 0.00 0.00 (0.09) 11.02 11.19 18,813 0.75* 1.55* 41
0.00 0.00 0.00 (1.82) 25.99 32.55 132,384 0.96 0.39 75
0.00 0.00 0.00 (2.22) 21.16 38.26 3,115 0.96* 0.66* 87
$0.00 $ 0.00 $0.00 $(1.41) $24.09 26.16% $437,985 0.71% 0.46% 66%
0.00 0.00 0.00 (4.34) 20.28 30.58 291,374 0.71 0.53 82
0.00 0.00 0.00 (0.57) 19.44 10.37 231,011 0.70* 1.11* 79
0.00 0.00 0.00 (0.07) 18.16 30.54 189,320 0.70 0.43 78
0.00 0.00 0.00 (0.07) 13.97 0.58 121,791 0.70 0.45 61
0.00 0.00 0.00 (0.09) 13.97 24.57 67,625 0.70 0.56 98
0.00 (0.02) 0.00 (0.12) 11.29 10.91 21,213 0.70 0.87 66
0.00 0.00 0.00 (0.01) 10.28 2.98 2,748 0.82* 0.92* 13
0.00 0.00 0.00 (1.41) 23.96 25.75 73,614 0.95 0.22 66
0.00 0.00 0.00 (4.32) 20.24 30.23 2,066 0.96 0.28 82
0.00 0.00 0.00 (0.54) 19.44 10.17 1,071 0.95* 0.89* 79
0.00 0.00 0.00 (0.02) 18.17 36.64 892 0.94* 0.23* 72
</TABLE>
April , 1999 Prospectus 13
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>
Net Asset Net Realized/ Total Dividends Dividends in Distributions
Value Net Unrealized Income from from Net Excess of Net from Net
Beginning Investment Gain (Loss) on Investment Investment Investment Realized
of Period Income (Loss) Investments Operations Income Income Capital Gains
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Micro-Cap Growth Fund
Institutional Class
06/30/98 $19.85 $(0.11)(a) $ 6.54 (a) $ 6.43 $0.00 $ 0.00 $(2.62)
06/30/97 18.47 0.00 3.41 3.41 0.00 0.00 (2.03)
11/01/95-06/30/96 15.38 0.00 3.43 3.43 0.00 0.00 (0.34)
10/31/95 11.87 (0.04) 3.55 3.51 0.00 0.00 0.00
10/31/94 11.06 (0.03) 0.84 0.81 0.00 0.00 0.00
06/25/93-10/31/93 10.00 0.00 1.07 1.07 0.00 0.00 0.00
Administrative Class
06/30/98 19.78 (0.17)(a) 6.53 (a) 6.36 0.00 0.00 (2.62)
06/30/97 18.46 (0.06) 3.41 3.35 0.00 0.00 (2.03)
04/01/96-06/30/96 16.73 0.03 1.70 1.73 0.00 0.00 0.00
Small-Cap Growth Fund
Institutional Class
06/30/98 $13.40 $(0.03)(a) $ 2.52 (a) $ 2.49 $0.00 $ 0.00 $(1.88)
06/30/97 20.83 (0.01)(a) 3.17 (a) 3.16 0.00 0.00 (10.59)
11/01/95-06/30/96 21.02 2.02 (0.61) 1.41 0.00 0.00 (1.60)
10/31/95 19.38 (0.05) 3.12 3.07 0.00 0.00 (1.43)
10/31/94 19.15 (0.02) 0.89 0.87 0.00 0.00 (0.64)
10/31/93 15.80 (0.06) 6.19 6.13 0.00 0.00 (2.78)
10/31/92 14.87 0.01 1.50 1.51 (0.01) 0.00 (0.57)
01/07/91-10/31/91 10.00 0.02 5.03 5.05 (0.02) 0.00 (0.16)
Administrative Class
06/30/98 13.41 0.07 (a) 2.51 (a) 2.44 0.00 0.00 (1.88)
06/30/97 20.82 (0.06)(a) 3.24 (a) 3.18 0.00 0.00 (10.59)
11/01/95-06/30/96 21.01 2.02 (a) (0.61)(a) 1.41 0.00 0.00 (1.60)
09/27/95-10/31/95 21.90 (0.02) (0.87) (0.89) 0.00 0.00 0.00
Renaissance Fund
Institutional Class
12/31/97-06/30/98 $16.73 $ 0.05 $ 2.29 $ 2.34 $0.00 $ 0.00 $ 0.00
Core Equity Fund
Institutional Class
06/30/98 $15.55 $ 0.03 (a) $ 6.11 (a) $ 6.14 $0.00 $ 0.00 $(1.30)
06/30/97 13.55 0.03 (a) 2.78 (a) 2.81 (0.02) 0.00 (0.79)
11/01/95-06/30/96 12.72 0.51 0.65 1.16 (0.04) (0.01) (0.28)
12/28/94-10/31/95 10.00 0.07 2.71 2.78 (0.06) 0.00 0.00
Administrative Class
06/30/98 15.53 0.01 (a) 6.10 (a) 6.09 0.00 0.00 (1.30)
06/30/97 13.56 0.00 (a) 2.77 (a) 2.77 (0.01) 0.00 (0.79)
11/01/95-06/30/96 12.73 0.49 0.65 1.14 (0.02) (0.01) (0.28)
05/31/95-10/31/95 11.45 0.02 1.28 1.30 (0.02) 0.00 0.00
Mid-Cap Equity Fund
Institutional Class
06/30/98 $14.04 $(0.03)(a) $ 3.61 (a) $ 3.58 $0.00 $ 0.00 $(4.09)
06/30/97 14.66 (0.06)(a) 1.31 (a) 1.25 0.00 0.00 (1.87)
11/01/95-06/30/96 12.92 0.49 1.62 2.11 0.00 0.00 (0.37)
12/28/94-10/31/95 10.00 0.02 2.92 2.94 (0.02) 0.00 0.00
Administrative Class
08/21/97-06/30/98 15.27 (0.05)(a) 2.37 (a) 2.32 0.00 0.00 (4.09)
International Growth
Fund
Institutional Class
12/31/97-06/30/98 $10.00 $ 0.00 (a) $ 3.55 (a) $ 3.55 $0.00 $ 0.00 $ 0.00
</TABLE>
- --------
* Annualized
(a) Per share amounts based on average number of shares outstanding during
the period.
14 PIMCO Funds: Multi-Manager Series
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>
Ratio of Net
Distributions Ratio of Investment
in Excess of Distributions Tax Basis Net Asset Net Assets Expenses to Income (Loss)
Net Realized from Return of Total Value End End of Average Net to Average Portfolio
Capital Gains Equalization Capital Distributions of Period Total Return Period (000s) Assets Net Assets Turnover Rate
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0.00 $0.00 $0.00 $ (2.62) $23.66 33.95% $257,842 1.51% (0.50)% 72%
0.00 0.00 0.00 (2.03) 19.85 20.05 164,139 1.52 (0.49) 84
0.00 0.00 0.00 (0.34) 18.47 22.64 83,973 1.50* (0.45)* 54
0.00 0.00 0.00 0.00 15.38 29.54 69,775 1.50 (0.37) 87
0.00 0.00 0.00 0.00 11.87 7.31 32,605 1.50 (0.25) 59
0.00 0.00 (0.01) (0.01) 11.06 10.81 10,827 1.50* (0.02)* 16
0.00 0.00 0.00 (2.62) 23.52 33.70 4,779 1.76 (0.74) 72
0.00 0.00 0.00 (2.03) 19.78 19.72 2,116 1.77 (0.74) 84
0.00 0.00 0.00 0.00 18.46 10.34 566 1.73* (0.74)* 54
$0.00 $0.00 $0.00 $ (1.88) $14.01 19.33% $ 47,641 1.26% (0.20)% 77%
0.00 0.00 0.00 (10.59) 13.40 22.82 33,390 1.32 (0.05) 129
0.00 0.00 0.00 (1.60) 20.83 7.22 32,954 1.25* (0.20)* 59
0.00 0.00 0.00 (1.43) 21.02 17.39 73,977 1.25 (0.27) 86
0.00 0.00 0.00 (0.64) 19.38 4.62 50,425 1.25 (0.33) 66
0.00 0.00 0.00 (2.78) 19.15 38.80 43,308 1.25 (0.35) 62
0.00 0.00 0.00 (0.58) 15.80 10.20 33,734 1.25 0.09 66
0.00 0.00 0.00 (0.18) 14.87 50.68 33,168 1.29* 0.11* 48
0.00 0.00 0.00 (1.88) 13.97 18.90 981 1.49 (0.51) 77
0.00 0.00 0.00 (10.59) 13.41 23.12 1 1.54 (0.36) 129
0.00 0.00 0.00 (1.60) 20.82 7.18 112 1.50* (0.41)* 59
0.00 0.00 0.00 0.00 21.01 (5.34) 544 1.60* (0.82)* 9
$0.00 $0.00 $0.00 $ 0.00 $19.07 13.99% $ 851 0.86%* 0.55%* 192%
$0.00 $0.00 $0.00 $ (1.30) $20.39 41.83% $ 1,915 0.83% 0.20% 120%
0.00 0.00 0.00 (0.81) 15.55 21.59 6,444 0.87 0.23 139
0.00 0.00 0.00 (0.33) 13.55 9.41 10,452 0.82* 0.53* 73
0.00 0.00 0.00 (0.06) 12.72 27.86 7,791 0.82* 0.79* 123
0.00 0.00 0.00 (1.30) 20.32 41.54 128,666 1.08 (0.07) 120
0.00 0.00 0.00 (0.80) 15.53 21.20 29,332 1.13 (0.03) 139
0.00 0.00 0.00 (0.31) 13.56 9.23 33,575 1.07* 0.28 * 73
0.00 0.00 0.00 (0.02) 12.73 11.34 24,645 1.06* 0.34 * 58
$0.00 $0.00 $0.00 $ (4.09) $13.53 30.40% $ 8,488 0.89% (0.25)% 268%
0.00 0.00 0.00 (1.87) 14.04 9.61 7,591 1.15 (0.43) 202
0.00 0.00 0.00 (0.37) 14.66 16.72 8,378 0.88* (0.32)* 97
0.00 0.00 0.00 (0.02) 12.92 29.34 8,357 0.88* 0.24 * 132
0.00 0.00 0.00 (4.09) 13.50 19.65 2,371 1.13* (0.49)* 268
$0.00 $0.00 $0.00 $ 0.00 $13.55 35.50% $ 6,822 1.36%* 0.08%* 60%
</TABLE>
April , 1999 Prospectus 15
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>
Net Asset Net Realized/ Total Dividends Dividends in Distributions
Value Net Unrealized Income from from Net Excess of Net from Net
Beginning Investment Gain (Loss) on Investment Investment Investment Realized
of Period Income (Loss) Investments Operations Income Income Capital Gains
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Income Fund
Institutional Class
06/30/98 $15.41 $0.44 (a) $ 2.75 (a) $ 3.19 $(0.42) $0.00 $(2.09)
06/30/97 14.36 0.40 3.17 3.57 (0.55) 0.00 (1.97)
11/01/95-06/30/96 13.09 0.78 1.31 2.09 (0.34) 0.00 (0.48)
10/31/95 11.75 0.46 1.67 2.13 (0.46) 0.00 (0.33)
10/31/94 11.95 0.42 (0.16) 0.26 (0.42) 0.00 (0.04)
10/31/93 10.92 0.40 1.40 1.80 (0.40) 0.00 (0.37)
10/31/92 10.77 0.45 0.93 1.38 (0.43) 0.00 (0.57)
03/08/91-10/31/91 10.00 0.24 0.92 1.16 (0.24) 0.00 (0.15)
Administrative Class
06/30/98 15.40 0.40 (a) 2.75 (a) 3.15 (0.38) 0.00 (2.09)
06/30/97 14.35 0.27 3.26 3.53 (0.51) 0.00 (1.97)
11/01/95-06/30/96 13.13 0.75 1.31 2.06 (0.36) 0.00 (0.48)
11/30/94-10/31/95 11.12 0.39 2.35 2.74 (0.40) 0.00 (0.33)
Value Fund (ii)
Institutional Class
06/30/98 $14.81 $0.25 (a) $ 2.47 (a) $ 2.72 $(0.24) $0.00 $(1.63)
06/30/97 12.46 1.05 2.11 3.16 (0.31) 0.00 (0.50)
11/01/95-06/30/96 12.53 0.25 1.62 1.87 (0.17) 0.00 (1.77)
10/31/95 11.55 0.30 2.18 2.48 (0.30) 0.00 (1.20)
10/31/94 11.92 0.30 (0.28) 0.02 (0.29) 0.00 (0.10)
10/31/93 10.05 0.28 2.36 2.64 (0.28) 0.00 (0.49)
12/30/91-10/31/92 10.00 0.24 0.23 0.47 (0.24) 0.00 (0.18)
Administrative Class
08/21/97-06/30/98 15.66 0.19 (a) 1.65 (a) 1.84 (0.22) 0.00 (1.63)
Small-Cap Value Fund
Institutional Class
06/30/98 $15.78 $0.29 (a) $ 2.50 (a) $ 2.79 $(0.13) $0.00 $(0.76)
06/30/97 14.20 0.46 3.63 4.09 (0.13) 0.00 (2.38)
11/01/95-06/30/96 13.10 0.56 1.49 2.05 (0.21) 0.00 (0.74)
10/31/95 12.07 0.28 1.92 2.20 (0.28) 0.00 (0.89)
10/31/94 12.81 0.29 (0.65) (0.36) (0.29) 0.00 (0.09)
10/31/93 10.98 0.24 2.33 2.57 (0.24) 0.00 (0.50)
10/31/92 10.09 0.22 1.17 1.39 (0.22) 0.00 (0.24)
10/01/91-10/31/91 10.00 0.02 0.10 0.12 (0.03) 0.00 0.00
Administrative Class
06/30/98 15.76 0.25 (a) 2.49 (a) 2.74 (0.11) 0.00 (0.76)
06/30/97 14.20 0.38 3.68 4.06 (0.12) 0.00 (2.38)
11/01/95-06/30/96 13.16 0.54 1.43 1.97 (0.19) 0.00 (0.74)
Enhanced Equity Fund
Institutional Class
06/30/98 $16.46 $0.11 (a) $ 3.91 (a) $ 4.02 $(0.11) $0.00 $(7.73)
06/30/97 15.91 1.18 3.10 4.28 (0.10) 0.00 (3.63)
11/01/95-06/30/96 14.44 0.34 1.67 2.01 (0.16) 0.00 (0.38)
10/31/95 11.99 0.25 2.62 2.87 (0.25) 0.00 (0.17)
10/31/94 12.08 0.25 (0.04) 0.21 (0.25) 0.00 (0.05)
10/31/93 11.76 0.23 0.74 0.97 (0.23) 0.00 (0.42)
10/31/92 10.80 0.16 1.06 1.22 (0.16) 0.00 (0.04)
02/11/91-10/31/91 10.00 0.16 0.80 0.96 (0.16) 0.00 0.00
Administrative Class
08/21/97-06/30/98 17.53 0.05 (a) 2.85 (a) 2.90 (0.11) 0.00 (7.73)
Balanced Fund (iii)
Institutional Class
06/30/98 $11.42 $0.35 (a) $ 1.81 (a) $ 2.16 $(0.34) $0.00 $(1.09)
06/30/97 11.64 0.89 1.21 2.10 (0.36) 0.00 (1.96)
11/01/95-06/30/96 11.89 0.27 0.76 1.03 (0.27) 0.00 (1.01)
10/31/95 10.35 0.44 1.54 1.98 (0.44) 0.00 0.00
10/31/94 10.84 0.34 (0.34) 0.00 (0.34) 0.00 (0.15)
10/31/93 10.42 0.35 0.68 1.03 (0.35) 0.00 (0.26)
06/25/92-10/31/92 10.00 0.12 0.52 0.64 (0.12) 0.00 (0.10)
</TABLE>
- --------
*Annualized
(a) Per share amounts based on average number of shares outstanding during
the period.
(ii) Formerly the NFJ Diversified Low P/E Fund.
(iii) NFJ and Cadence began serving as Portfolio Managers of the portion of
the Balanced Fund allocated for investment in common stocks on August
1, 1996. Prior to August 1, 1996, a different firm served as portfolio
manager.
16 PIMCO Funds: Multi-Manager Series
<PAGE>
FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>
Ratio of Net
Distributions Ratio of Investment
in Excess of Distributions Tax Basis Net Asset Net Assets Expenses to Income (Loss)
Net Realized from Return of Total Value End End of Average Net to Average Portfolio
Capital Gains Equalization Capital Distributions of Period Total Return Period (000s) Assets Net Assets Turnover Rate
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0.00 $ 0.00 $0.00 $(2.51) $16.09 21.84% $138,650 0.71% 2.71% 45%
0.00 0.00 0.00 (2.52) 15.41 27.67 121,138 0.72 3.03 45
0.00 0.00 0.00 (0.82) 14.36 16.35 116,714 0.70* 3.41 * 52
0.00 0.00 0.00 (0.79) 13.09 19.36 118,015 0.70 3.83 46
0.00 0.00 0.00 (0.46) 11.75 2.25 92,365 0.70 3.77 36
0.00 0.00 0.00 (0.77) 11.95 16.65 67,854 0.70 3.55 39
0.00 (0.23) 0.00 (1.23) 10.92 12.89 30,506 0.70 3.83 47
0.00 0.00 0.00 (0.39) 10.77 11.81 15,628 0.74* 4.18* 62
0.00 0.00 0.00 (2.47) 16.08 21.58 11,699 0.96 2.45 45
0.00 0.00 0.00 (2.48) 15.40 27.40 8,145 0.97 2.79 45
0.00 0.00 0.00 (0.84) 14.35 16.08 6,097 0.95* 3.19 * 52
0.00 0.00 0.00 (0.73) 13.13 25.69 140 0.95* 3.43 * 43
$0.00 $ 0.00 $0.00 $(1.87) $15.66 19.35% $ 83,219 0.71% 1.59% 77%
0.00 0.00 0.00 (0.81) 14.81 26.38 74,613 0.73 2.02 71
0.00 0.00 0.00 (1.94) 12.46 16.24 52,727 0.70* 2.40* 29
0.00 0.00 0.00 (1.50) 12.53 24.98 14,443 0.70 2.50 71
0.00 0.00 0.00 (0.39) 11.55 0.15 15,442 0.70 2.34 44
0.00 0.00 0.00 (0.77) 11.92 26.35 22,930 0.70 2.43 28
0.00 0.00 0.00 (0.42) 10.05 4.68 18,083 0.70* 2.57* 73
0.00 0.00 0.00 (1.85) 15.65 12.71 10,349 0.96* 1.40* 77
$0.00 $ 0.00 $0.00 $(0.89) $17.68 17.77% $ 47,432 0.85% 1.65% 41%
0.00 0.00 0.00 (2.51) 15.78 31.99 34,639 0.90 1.92 48
0.00 0.00 0.00 (0.95) 14.20 16.35 29,017 0.85* 2.12* 35
0.00 0.00 0.00 (1.17) 13.10 19.88 35,093 0.85 2.25 50
0.00 0.00 0.00 (0.38) 12.07 (2.89) 31,236 0.85 2.23 48
0.00 0.00 0.00 (0.74) 12.81 23.60 46,523 0.85 2.05 42
0.00 (0.04) 0.00 (0.50) 10.98 13.75 18,261 0.85 2.16 27
0.00 0.00 0.00 (0.03) 10.09 1.19 5,060 1.09* 3.06* 0
0.00 0.00 0.00 (0.87) 17.63 17.41 10,751 1.10 1.39 41
0.00 0.00 0.00 (2.50) 15.76 31.70 5,916 1.16 1.68 48
0.00 0.00 0.00 (0.93) 14.20 15.64 4,433 1.10* 1.86* 35
$0.00 $ 0.00 $0.00 $(7.84) $12.64 32.33% $ 36,584 0.71% 0.63% 65%
0.00 0.00 0.00 (3.73) 16.46 31.45 44,838 0.74 1.31 91
0.00 0.00 0.00 (0.54) 15.91 14.21 83,425 0.70* 1.58* 53
0.00 0.00 0.00 (0.42) 14.44 24.46 73,999 0.70 1.91 21
0.00 0.00 0.00 (0.30) 11.99 1.83 65,915 0.70 2.20 44
0.00 0.00 0.00 (0.65) 12.08 8.20 46,724 0.70 1.89 15
0.00 (0.06) 0.00 (0.26) 11.76 11.46 36,515 0.70 1.81 17
0.00 0.00 0.00 (0.16) 10.80 9.59 4,451 0.73* 2.14* 0
0.00 0.00 0.00 (7.84) 12.59 23.85 10,409 0.95* 0.47* 65
$0.00 $ 0.00 $0.00 $(1.43) $12.15 19.91% $ 41,222 0.72% 2.91% 186%
0.00 0.00 0.00 (2.32) 11.42 20.37 61,518 0.74 3.33 199
0.00 0.00 0.00 (1.28) 11.64 9.07 82,562 0.70* 3.46* 140
0.00 0.00 0.00 (0.44) 11.89 19.47 72,638 0.70 3.73 43
0.00 0.00 0.00 (0.49) 10.35 0.08 130,694 0.70 3.25 47
0.00 0.00 0.00 (0.61) 10.84 10.06 126,410 0.70 3.10 19
0.00 0.00 0.00 (0.22) 10.42 6.40 99,198 0.70* 3.36* 39
</TABLE>
April , 1999 Prospectus 17
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and general investment policies of each Fund are
described below. There can be no assurance that the investment objective of
any Fund will be achieved. Because the market value of each Fund's investments
will change, the net asset value per share of each Fund also will vary.
Specific portfolio securities eligible for purchase by the Funds, investment
techniques that may be used by the Funds, and the risks associated with these
securities and techniques are described more fully under "Characteristics and
Risks of Securities and Investment Techniques" in this Prospectus and
"Investment Objectives and Policies" in the Statement of Additional
Information. For information on other investment policies of the Stock Funds,
see "Investment Objectives and Policies--Stock Funds." This information is
also relevant to an investment in the Balanced Fund because the Common Stock
Segment (as described below) of that Fund is managed in accordance with the
investment policies of the Value and Capital Appreciation Funds.
Growth Fund seeks long-term growth of capital. Income is an incidental
consideration. The Fund invests primarily in common stocks of companies with
market capitalizations of at least $5 billion at the time of investment. The
Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets (not including Eurodollar certificates of
deposit), which will not exceed 15% of the Fund's assets at the time of
investment. Investing in the securities of foreign issuers involves special
risks and considerations not typically associated with investing in U.S.
companies. For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The Fund may also
purchase and write call and put options on securities and securities indexes;
enter into futures contracts and use options on futures contracts; buy or sell
foreign currencies; and enter into forward foreign currency contracts. The
Portfolio Manager for the Growth Fund is the PIMCO Equity Advisors Division of
PIMCO Advisors.
Target Fund seeks capital appreciation. No consideration is given to income.
The Fund invests primarily in common stocks of companies with market
capitalizations of between $1 billion and $10 billion at the time of
investment. The Fund may invest a portion of its assets in securities of
foreign issuers traded in foreign securities markets (not including Eurodollar
certificates of deposit), which will not exceed 15% of the Fund's assets at
the time of investment. Investing in the securities of foreign issuers
involves special risks and considerations not typically associated with
investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Techniques--Foreign
Securities." The Fund may also purchase and write call and put options on
securities and securities indexes; enter into futures contracts and use
options on futures contracts; buy or sell foreign currencies; and enter into
forward foreign currency contracts. The Portfolio Manager for the Target Fund
is the PIMCO Equity Advisors Division of PIMCO Advisors.
Opportunity Fund seeks capital appreciation. No consideration is given to
income. The Fund invests primarily in common stocks of companies with market
capitalizations of less than $2 billion at the time of investment. The Fund is
intended for aggressive investors seeking above-average gains and willing to
accept the greater risks associated therewith.
The Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets (not including Eurodollar certificates of
deposit), which will not exceed 15% of the Fund's assets at the time of
investment. Investing in the securities of foreign issuers involves special
risks and considerations not typically associated with investing in U.S.
companies. For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The Fund may also
purchase and write call and put options on securities and securities
18 PIMCO Funds: Multi-Manager Series
<PAGE>
indexes; enter into futures contracts and use options on futures contracts;
buy or sell foreign currencies; and enter into forward foreign currency
contracts. The Portfolio Manager for the Opportunity Fund is the PIMCO Equity
Advisors Division of PIMCO Advisors.
Innovation Fund seeks capital appreciation. No consideration is given to
income. The Fund invests primarily (i.e., 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. Although the Fund emphasizes the
utilization of technologies, it is not restricted to investment in companies
in a particular business sector or industry.
The Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets (not including Eurodollar certificates of
deposit), which will not exceed 15% of the Fund's assets at the time of
investment. Investing in the securities of foreign issuers involves special
risks and considerations not typically associated with investing in U.S.
companies. For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The Fund may also
purchase and write call and put options on securities and securities indexes;
enter into futures contracts and use options on futures contracts; buy or sell
foreign currencies; and enter into forward foreign currency contracts. The
Portfolio Manager for the Innovation Fund is the PIMCO Equity Advisors
Division of PIMCO Advisors.
Emerging Markets Fund seeks long-term growth of capital. The Fund invests
primarily in common stocks of companies located in countries identified as
emerging market countries. The Morgan Stanley Capital International Emerging
Markets Free Index ("MSCI Free Index") and the International Finance
Corporation Emerging Markets Index ("IFC Index") are used as the bases for
choosing the countries in which the Fund invests. However, the Fund is not
limited to the countries and weightings of these indexes. The Portfolio
Manager applies two levels of screening in selecting investments for the Fund.
First, an active country selection model analyzes world markets and assigns a
relative value ranking, or "favorability weighting," to each country in the
relevant country universe to determine markets which are relatively
undervalued. Second, at the stock selection level, quality analysis and value
analysis are applied to each security, assessing variables such as balance
sheet strength and earnings growth (quality factors), and performance relative
to the industry, price to earnings ratios, and price to book ratios (value
factors). This two-level screening method identifies undervalued securities
for purchase as well as provides a sell discipline for fully valued
securities. In selecting securities, the Portfolio Manager considers, to the
extent practicable and on the basis of information available to it for
research, a company's environmental business practices.
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):
Argentina Hungary Peru Sri Lanka
Brazil India Philippines Taiwan
Chile Indonesia Poland Thailand
China Israel Portugal Turkey
Colombia Jordan Romania Venezuela
Czech Malaysia Russia Zimbabwe
Republic Mexico South Africa
Greece Pakistan South Korea
Hong Kong
For purposes of allocating the Fund's investments, a company is considered
to be located in the country in which it is domiciled, in which it is
primarily traded, from which it derives a significant portion of its revenues,
or in which a significant portion of its goods or services are produced.
April , 1999 Prospectus 19
<PAGE>
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 IFC 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, and put and call options on foreign currencies. Up to 10%
of the Fund's assets may be invested in the securities of other investment
companies. The Fund may sell (write) call and put options. The Fund may
utilize stock index futures contracts and options thereon for hedging purposes
and also for investment purposes. For instance, the Fund may invest in stock
index futures contracts and related options as an alternative to purchasing
individual stocks to adjust its exposure to a particular foreign market. See
"Characteristics and Risks of Securities and Investment Techniques--Derivative
Instruments--Index Futures." The Fund may also engage in equity index swap
transactions.
Investing in the securities of foreign issuers, and particularly emerging
market issuers, involves special risks and considerations not typically
associated with investing in U.S. companies. For a discussion of such risks,
see "Characteristics and Risks of Securities and Investment Techniques--
Foreign Securities." Currently, the Portfolio Manager for the Emerging Markets
Fund is Blairlogie. [It is anticipated that the Emerging Markets Fund will
reorganize as a series of another mutual fund family on or about March 31,
1999, and thereafter would not be offered as a series of the Trust. See
"Management of the Trust--Portfolio Managers--Blairlogie."]
International Developed Fund seeks long-term growth of capital. The Fund
invests primarily in a diversified portfolio of international equity
securities. The Morgan Stanley Capital International EAFE (Europe,
Australasia, Far East) Index ("EAFE Index") is used as a basis for choosing
the countries in which the Fund invests. However, the Fund is not limited to
the countries and weightings of the EAFE Index. Under normal market
conditions, the Fund will invest no more than 35% of its assets in securities
issued by companies located in countries that the Portfolio Manager
determines, on the basis of market capitalization, liquidity, and other
considerations, to have underdeveloped securities markets. The Portfolio
Manager applies two levels of screening in selecting investments for the Fund.
First, an active country selection model analyzes world markets and assigns a
relative value ranking, or "favorability weighting," to each country in the
relevant country universe to determine markets which are relatively
undervalued. Second, at the stock selection level, quality analysis and value
analysis are applied to each security, assessing variables such as balance
sheet strength and earnings growth (quality factors) and performance relative
to the industry, price to earnings ratios, and price to book ratios (value
factors). This two-level screening method identifies undervalued securities
for purchase and also provides a sell discipline for fully valued securities.
In selecting securities, the Portfolio Manager considers, to the extent
practicable and on the basis of information available to it for research, a
company's environmental business practices.
For purposes of allocating the Fund's investments, a company is considered
to be located in the country in which it is domiciled, in which it is
primarily traded, from which it derives a significant portion of its revenues,
or in which a significant portion of its goods or services are produced.
Most of the international equity securities in which the Fund invests will
be traded 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 EAFE 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,
and put and call options on foreign currencies. Up to 10% of the Fund's assets
may be invested in the securities of other investment companies. The Fund may
sell (write) call and put options. The Fund may utilize stock index futures
contracts and options thereon for hedging purposes and also for
20 PIMCO Funds: Multi-Manager Series
<PAGE>
investment purposes. For instance, the Fund may invest in stock index futures
contracts and related options as an alternative to purchasing individual
stocks to adjust its exposure to a particular foreign market. See
"Characteristics and Risks of Securities and Investment Techniques--Derivative
Instruments--Index Futures." The Fund may also engage in equity index swap
transactions.
Investing in the securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S. companies. For
a discussion of such risks, see "Characteristics and Risks of Securities and
Investment Techniques--Foreign Securities." Currently, the Portfolio Manager
for the International Developed Fund is Blairlogie. [It is anticipated that
the International Developed Fund will reorganize as a series of another mutual
fund family on or about March 31, 1999, and thereafter would not be offered as
a series of the Trust. See "Management of the Trust--Portfolio Managers--
Blairlogie."]
International Fund seeks capital appreciation through investments in an
international portfolio. Income is an incidental consideration. Under normal
market conditions, at least 65% of the International Fund's total assets will
be invested in common stocks, which may or may not pay dividends, as well as
convertible bonds, convertible preferred stocks, warrants, rights or other
equity securities, for a combination of capital appreciation and income.
Convertible securities may include securities convertible only by certain
classes of investors (which may not include the Fund). The Fund may not invest
in convertible securities which are of less than investment grade quality at
the time of purchase.
The Fund will normally invest in securities traded in developed foreign
securities markets. Particular consideration is given to investments
principally traded in developed North American (other than United States),
Japanese, European, Pacific and Australian securities markets, and in
securities of foreign issuers traded on United States securities markets. The
Fund will also invest in emerging markets, where markets may not yet fully
reflect the potential of the developing economy. 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.
In allocating the Fund's assets among the various securities markets of any
country in the world, the Portfolio Manager will consider such factors as the
condition and growth potential of the various economies and securities
markets, currency and taxation considerations and other pertinent financial,
social, national and political factors. Under certain adverse investment
conditions, the Fund may restrict the number of securities markets in which
its assets will be invested, although under normal market circumstances the
Fund's investments will include securities principally traded in at least
three different countries. The Fund will not limit its investments to any
particular type or size of company.
The Fund may invest up to 10% of its assets in securities of other
investment companies, such as closed-end management investment companies which
invest in foreign markets. The Fund may also purchase and write call and put
options on securities, securities indexes, and on foreign currencies; enter
into futures contracts and use options on futures contracts, including futures
contracts on foreign currencies; buy or sell foreign currencies; and enter
into forward foreign currency contracts. The Fund may utilize stock index
futures contracts and options thereon for hedging purposes and also for
investment purposes. For instance, the Fund may invest in stock index futures
contacts and related options as an alternative to purchasing individual stocks
to adjust its exposure to a particular foreign market. See "Characteristics
and Risks of Securities and Investment Techniques--Derivative Instruments--
Index Futures."
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 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
April , 1999 Prospectus 21
<PAGE>
government or their respective agencies, authorities or instrumentalities, or
corporate bonds and sponsored American Depository Receipts.
Investing in the securities of foreign issuers, and particularly emerging
market issuers, involves special risks and considerations not typically
associated with investing in U.S. companies. For a discussion of such risks,
see "Characteristics and Risks of Securities and Investment Techniques--
Foreign Securities." [Currently, the Portfolio Manager for the International
Fund is Blairlogie. [On or about March 31, 1999, it is anticipated that PIMCO
Advisors will sell substantially all of its ownership interest in Blairlogie
(the "Blairlogie Transaction"). The consummation of the Blairlogie Transaction
is subject to a number of conditions. Subject to the approval of the
shareholders of the International Fund, PIMCO Advisors has determined to
continue to retain Blairlogie as the Portfolio Manager of the Fund following
the Blairlogie Transaction. See "Management of the Trust--Portfolio Managers--
Blairlogie."]
Capital Appreciation Fund seeks growth of capital. The Fund invests
primarily in common stocks of companies that have improving fundamentals (such
as growth of earnings and dividends) and whose stock is reasonably valued by
the market. Stocks for the Fund are selected from a universe of the
approximately 1,000 largest market capitalization stocks, all of which are
those of companies with market capitalizations of at least $1 billion at the
time of investment. The Fund usually invests in approximately 60 to 100 common
stocks. Each issue is screened and ranked using five distinct computerized
models, including: (i) a dividend growth screen, (ii) an equity growth screen,
(iii) an earnings growth screen, (iv) an earnings momentum screen, and (v) an
earnings surprise screen. The Portfolio Manager believes that the models
identify the stocks in the universe exhibiting growth characteristics with
reasonable valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor relative price
performance. The universe is rescreened frequently to obtain a favorable
composition of growth and value characteristics for the entire Fund. The
Portfolio Manager for the Capital Appreciation Fund is Cadence.
Mid-Cap Growth Fund seeks growth of capital. The Fund invests primarily in
common stocks of middle capitalization companies that have improving
fundamentals (such as growth of earnings and dividends) and whose stock is
reasonably valued by the market. Stocks for the Fund are selected from a
universe of companies with market capitalizations in excess of $500 million at
the time of investment, excluding the 200 companies with the highest market
capitalization. The Fund usually invests in approximately 60 to 100 common
stocks. Each issue is screened and ranked using five distinct computerized
models, including: (i) a dividend growth screen, (ii) an equity growth screen,
(iii) an earnings growth screen, (iv) an earnings momentum screen, and (v) an
earnings surprise screen. The Portfolio Manager believes that the models
identify the stocks in the universe exhibiting growth characteristics with
reasonable valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor relative price
performance. The universe is rescreened frequently to obtain a favorable
composition of growth and value characteristics for the entire Fund. The
Portfolio Manager for the Mid-Cap Growth Fund is Cadence.
Micro-Cap Growth Fund seeks long-term growth of capital. The Fund invests
primarily in common stocks of companies that have improving fundamentals (such
as growth of earnings and dividends) and whose stock is reasonably valued by
the market. The Fund usually invests in approximately 60 to 100 common stocks
selected from a universe of stocks with publicly available market
capitalizations of less than $100 million at the time of investment. Each
issue is screened and ranked using five distinct computerized models,
including: (i) a dividend growth screen, (ii) an equity growth screen, (iii)
an earnings growth screen, (iv) an earnings momentum screen, and (v) an
earnings surprise screen. The Portfolio Manager believes that the models
identify the stocks in the universe exhibiting growth characteristics with
reasonable valuations. Stocks are replaced when they score worse-than-median
screen ranks, have negative earnings surprises, or show poor relative price
performance. The universe is rescreened frequently to obtain a favorable
22 PIMCO Funds: Multi-Manager Series
<PAGE>
composition of growth and value characteristics for the entire Fund. The Fund
is intended for aggressive investors seeking above-average gains and willing
to accept the greater risks associated therewith. The Portfolio Manager for
the Micro-Cap Growth Fund is Cadence.
Small-Cap Growth Fund seeks growth of capital. The Fund invests primarily in
common stocks of companies that have improving fundamentals (such as growth of
earnings and dividends) and whose stock is reasonably valued by the market.
The Fund usually invests in approximately 60 to 100 common stocks selected
from a universe of stocks with market capitalizations of $50 million to $1
billion at the time of investment. Each issue is screened and ranked using
five distinct computerized models, including: (i) a dividend growth screen,
(ii) an equity growth screen, (iii) an earnings growth screen, (iv) an
earnings momentum screen, and (v) an earnings surprise screen. The Portfolio
Manager believes that the models identify the stocks in the universe
exhibiting growth characteristics with reasonable valuations. Stocks are
replaced when they score worse-than-median screen ranks, have negative
earnings surprises, or show poor relative price performance. The universe is
rescreened frequently to obtain a favorable composition of growth and value
characteristics for the entire Fund. The Fund is intended for aggressive
investors seeking above-average gains and willing to accept the greater risks
associated therewith. The Portfolio Manager for the Small-Cap Growth Fund is
Cadence.
Renaissance Fund seeks long-term growth of capital and income. The Fund
invests primarily in common stocks having below-average valuations whose
issuers are experiencing improvements in their business fundamentals. Relative
valuation is determined using a multi-factor approach that examines
characteristics such as price to book, price to earnings and price to cash
flow ratios. Stocks which pass the valuation screen are further analyzed to
identify the key drivers of financial results and catalysts for change which
indicate that a company may demonstrate improving fundamentals in the future.
Stocks which appear likely to exceed consensus expectations are candidates for
addition to the Fund's portfolio. Stocks are sold from the Fund's portfolio
when the Portfolio Manager believes that their ability to exceed investor
expectations has diminished or when their valuations have become excessive.
The Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets (not including Eurodollar certificates of
deposit), which will not exceed 15% of the Fund's assets at the time of
investment. Investing in the securities of foreign issuers involves special
risks and considerations not typically associated with investing in U.S.
securities. For a discussion of such risks, see "Characteristics and Risks of
Securities and Investment Techniques--Foreign Securities." The Fund may also
purchase and write call and put options on securities and securities indexes;
enter into futures contracts and use options on futures contracts; buy or sell
foreign currencies; and enter into forward foreign currency contracts. The
Portfolio Manager for the Renaissance Fund is Columbus Circle.
Core Equity Fund seeks long-term growth of capital, with income as a
secondary objective. The Fund attempts to exceed the total return performance
of the S&P 500 over a reasonable measurement period. The Fund usually invests
in approximately 40 to 50 common stocks from companies with market
capitalizations in excess of $3 billion at the time of investment. In
selecting securities, the Portfolio Manager uses an investment discipline
called "Positive Momentum & Positive Surprise." It is based on the premise
that companies performing better than expected will have rising securities
prices, while companies producing less than expected results will not. Through
thorough analysis of company fundamentals in the context of the prevailing
economic environment, the companies selected for purchase remain in the Fund
only if they continue to achieve or exceed expectations, and are sold when
business or earnings results are disappointing. Stock selection may include a
significant portion of middle capitalization companies combined with the large
capitalization stocks.
April , 1999 Prospectus 23
<PAGE>
The Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets, which will not exceed 15% of the Fund's
net assets at the time of investment. Investing in the securities of foreign
issuers involves special risks and considerations not typically associated
with investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Techniques--Foreign
Securities." The Fund may also purchase and write call and put options on
securities, securities indexes and on foreign currencies; enter into futures
contracts and use options on futures contracts; and enter into forward foreign
currency contracts. The Portfolio Manager for the Core Equity Fund is Columbus
Circle.
Mid-Cap Equity Fund seeks long-term growth of capital. The Fund usually
invests in approximately 40 to 60 common stocks from companies with market
capitalizations of $800 million to $3 billion at the time of investment. In
selecting securities, the Portfolio Manager uses an investment discipline
called "Positive Momentum & Positive Surprise." It is based on the premise
that companies performing better than expected will have rising securities
prices, while companies producing less than expected results will not. Through
thorough analysis of company fundamentals in the context of the prevailing
economic environment, the companies selected for purchase remain in the Fund
only if they continue to achieve or exceed expectations, and are sold when
business or earnings results are disappointing. Stock selection may include
companies that have grown rapidly from small capitalization status.
The Fund may invest a portion of its assets in securities of foreign issuers
traded in foreign securities markets, which will not exceed 15% of the Fund's
net assets at the time of investment. Investing in the securities of foreign
issuers involves special risks and considerations not typically associated
with investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Techniques--Foreign
Securities." The Fund may also purchase and write call and put options on
securities, securities indexes and on foreign currencies; enter into futures
contracts and use options on futures contracts; and enter into forward foreign
currency contracts. The Portfolio Manager for the Mid-Cap Equity Fund is
Columbus Circle.
International Growth 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 Fund will normally invest in securities traded in foreign
securities markets and in securities of foreign issuers 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. Under
certain adverse investment conditions, the Fund may restrict the number of
securities markets in which it invests, although under normal market
conditions, the Fund's investments will include securities principally traded
in at least three different countries (not including the U.S.). The Fund will
not limit its investments to any particular type or size of company. In
pursuing its investment objective, under normal market conditions, the Fund
will invest at least 65% of its assets in equity securities of issuers which
exhibit growth characteristics in accordance with the Portfolio Manager's
Positive Momentum & Positive Surprise investment discipline (see "Management
of the Trust--Portfolio Managers--Columbus Circle"). The Fund may also invest
in issuers which do not exhibit growth characteristics, but whose securities
are thought to be undervalued.
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.
24 PIMCO Funds: Multi-Manager Series
<PAGE>
The Fund will apply the Portfolio Manager's Positive Momentum & Positive
Surprise investment discipline to international markets (see "Management of
the Trust--Portfolio Managers--Columbus Circle"). Asset allocation decisions
("top down") and individual stock selections ("bottom 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 (bottom 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.
The Fund may invest up to 10% of its assets in securities of other
investment companies, such as closed-end management investment companies which
invest in foreign markets. The Fund may also purchase and write call and put
options on securities, securities indexes, and on foreign currencies; enter
into futures contracts and use options on futures contracts, including futures
contracts on foreign currencies; buy or sell foreign currencies; and enter
into forward foreign currency contracts. The Fund may utilize stock index
futures contracts and options thereon for hedging purposes and also for
investment purposes. For instance, the Fund may invest in stock index futures
contracts and related options as an alternative to purchasing individual
stocks to adjust its exposure to a particular foreign market. See
"Characteristics and Risks of Securities and Investment Techniques--Derivative
Instruments--Index Futures."
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 not invest in debt securities which are of less than
investment grade quality at the time of purchase (i.e., securities rated Ba or
below by Moody's or BB or below by S&P or, if unrated, considered by the
Portfolio Manager to be of comparable quality).
Investing in the securities of foreign issuers, and particularly emerging
market issuers, involves special risks not typically associated with investing
in U.S. companies. For a discussion of such risks, see "Characteristics and
Risks of Securities and Investment Techniques--Foreign Securities." The
Portfolio Manager for the International Growth Fund is Columbus Circle.
Equity Income Fund seeks current income as a primary investment objective,
and long-term growth of capital as a secondary objective. The Fund invests
primarily in common stocks characterized by having below-average price to
earnings ("P/E") ratios and higher dividend yields relative to their industry
groups. In selecting securities, the Portfolio Manager classifies a universe
of approximately 2,000 stocks by industry, each of which has a minimum market
capitalization of $200 million at the time of investment. The universe is then
screened to find the lowest P/E ratios in each industry, subject to
application of quality and price momentum screens. From this group,
approximately 25 stocks with the highest yields are chosen for the Fund. The
universe is then rescreened to find the highest yielding stock in each
industry, subject to application of quality and price momentum screens. From
this group, approximately 25 stocks
April , 1999 Prospectus 25
<PAGE>
with the lowest P/E ratios are added to the Fund. Although quarterly
rebalancing is a general rule, replacements are made whenever an alternative
stock within the same industry has a significantly lower P/E ratio or higher
dividend yield than the current Fund holding. The Portfolio Manager for the
Equity Income Fund is NFJ.
Value Fund seeks long-term growth of capital and income. The Fund invests
primarily in common stocks characterized by having below-average P/E ratios
relative to their industry groups. In selecting securities, the Portfolio
Manager classifies a universe of approximately 2,000 stocks by industry, each
of which has a minimum market capitalization of $200 million at the time of
investment. The universe is then screened to find the stocks with the lowest
P/E ratios in each industry, subject to application of quality and price
momentum screens. The stocks in each industry with the lowest P/E ratios that
pass the quality and price momentum screens are then selected for the Fund.
The Fund usually invests in approximately 50 stocks, although the Fund may
reduce its holdings below this number (normally not below 30 stocks) if the
Portfolio Manager believes that this would help the Fund to achieve its
investment objective. Although quarterly rebalancing is a general rule,
replacements are made whenever an alternative stock within the same industry
has a significantly lower P/E ratio than the current Fund holding. The
Portfolio Manager for the Value Fund is NFJ.
Value 25 Fund seeks long-term growth of capital and income. The Fund invests
primarily in a portfolio of approximately 25 common stocks of companies with
medium market capitalizations and below-average P/E ratios relative to their
industry groups. In selecting securities, the Portfolio Manager classifies a
universe of more than 2,000 stocks by industry, each of which has a minimum
market capitalization of $200 million. The universe is then screened to find
stocks with the lowest P/E ratios in each industry, subject to application of
quality, earnings momentum and price momentum screens. Those stocks which pass
the screenings and satisfy the medium-cap size criteria are further analyzed.
Fundamental research is performed on the companies determined by such process
to be the most undervalued. Approximately 25 stocks, diversified across
industries, are selected on an equal-weighted basis for the Fund's portfolio.
Although quarterly rebalancing is a general rule, replacements are made
whenever an alternative stock has a significantly lower P/E ratio than the
current Fund holdings. Because the Fund concentrates on approximately 25
stocks at any one time (and is not as diversified as many stock funds), it is
intended for aggressive investors seeking above-average capital gains and
willing to accept the greater risks associated therewith. The Portfolio
Manager for the Value 25 Fund is NFJ.
Small-Cap Value Fund seeks long-term growth of capital and income. The Fund
invests primarily in common stocks of companies with market capitalizations
between $50 million and $1 billion at the time of investment. In selecting
securities, the Portfolio Manager divides a universe of up to approximately
2,000 stocks into quartiles based upon P/E ratio. The lowest quartile in P/E
ratio is screened for market capitalizations between $50 million and $1
billion, subject to application of quality and price momentum screens.
Approximately 100 stocks with the lowest P/E ratios are combined in the Fund,
subject to limits on the weighting for any one industry. Although quarterly
rebalancing is a general rule, replacements are made whenever a holding
achieves a higher P/E ratio than the S&P 500's P/E ratio or its industry
average P/E ratio, or when an alternative stock within the same industry has a
significantly lower P/E ratio than the current Fund holding. The Fund is
intended for aggressive investors seeking above-average gains and willing to
accept the greater risks associated therewith. The Portfolio Manager for the
Small-Cap Value Fund is NFJ.
Enhanced Equity Fund seeks to provide a total return which equals or exceeds
the total return performance of an index that represents the performance of a
reasonably broad spectrum of common stocks that are publicly traded in the
United States. The Fund currently attempts to equal or exceed the total return
performance of the S&P 500. The Portfolio Manager uses quantitative techniques
to construct a portfolio that consists of some, but not all, of the common
stocks that are represented in the S&P 500. The Fund may invest in common
stocks of foreign issuers if included in the
26 PIMCO Funds: Multi-Manager Series
<PAGE>
S&P 500. The Fund attempts to provide risk-controlled exposure to the S&P 500
while adding value through security selection. The Fund is designed to have no
greater volatility than the S&P 500. Stocks in the S&P 500 are ranked by their
exposure to growth and value factors and combined to create a sector-neutral
portfolio which exhibits above average return potential relative to the S&P
500. Approximately 150 positions are owned by the Fund. Stocks with rising
earnings expectations, reasonable valuation of those earnings and positive
investor sentiment are more heavily weighted. The fundamental inputs used in
the stock selection process include company revenues and cash flow, stock
price, reported and estimated earnings, analyst ratings and earnings estimates
revisions. A computer optimization model is used to achieve diversification
and risk control relative to the S&P 500. Frequent and modest rebalancing
assures these exposures are maintained through time. The Trustees reserve the
right to change, without shareholder approval, the index whose total return
the Fund will attempt to equal or exceed, although it is not anticipated that
such a change would be made in the ordinary course of the Fund's operations.
The Fund may engage in the purchase and writing of options on securities
indexes, and may also invest in stock index futures contracts and options
thereon. The Portfolio Manager for the Enhanced Equity Fund is Parametric.
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 International Finance Corporation Investable
Composite Index (the "IFC Investable 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 long-term
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.
April , 1999 Prospectus 27
<PAGE>
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):
Argentina Greece Mexico Slovenia
Botswana Hungary Morocco South Africa
Brazil India Pakistan South Korea
Chile Indonesia Peru Taiwan
China Israel Philippines Thailand
Colombia Kenya Poland Turkey
Czech Republic Latvia Portugal Venezuela
Egypt Lithuania Romania Zimbabwe
Estonia Mauritius Russia
Ghana Malaysia Slovak Republic
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
IFC Investable 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, and put
and call options on foreign currencies. The Fund may sell (write) call and put
options. The Fund may utilize stock index futures contracts and options
thereon for hedging purposes and also for investment purposes. For instance,
the Fund may invest in stock index futures contracts and related options as an
alternative to purchasing individual stocks to adjust its exposure to a
particular foreign market. See "Characteristics and Risks of Securities and
Investment Techniques--Derivative Instruments--Index Futures." The Fund may
also engage in equity index swap transactions. The Fund may also invest up to
5% of its assets in debt securities of issuers located in emerging market
countries, including corporate debt securities and obligations issued or
guaranteed by a foreign government or its agencies, authorities or
instrumentalities.
Investing in securities of foreign issuers, and particularly emerging market
issuers, involves special risks and considerations not typically associated
with investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risks of Securities and Investment Techniques--Foreign
Securities." The Portfolio Manager for the Structured Emerging Markets Fund is
Parametric.
Tax-Efficient 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 by using the strategies described
under "Tax-Efficient Management Strategies" below. 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.
Investing in securities of foreign issuers, and particularly emerging market
issuers, involves special risks and considerations not typically associated
with investing in U.S. companies. For a discussion of such risks, see
"Characteristics and Risk of Securities and Investment Techniques--Foreign
Securities." The Portfolio Manager for the Tax-Efficient Structured Emerging
Markets Fund is Parametric.
28 PIMCO Funds: Multi-Manager Series
<PAGE>
Tax-Efficient Equity Fund seeks maximum after-tax growth of capital. The
Fund attempts to provide a total return which exceeds the return of the S&P
500. In addition, 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 by using the strategies
described under "Tax-Efficient Management Strategies" below. Notwithstanding
these strategies, the Fund may have taxable investment income and may realize
taxable gains from time to time.
The Fund invests primarily in a broadly diversified portfolio of at least
200 common stocks. Normally, at least 95% of the Fund's assets will be
invested in stocks represented in the S&P 500 and the Fund's portfolio is
designed to have certain characteristics that are similar to those of the
index. These characteristics include such measures as dividend yield, P/E
ratio, relative volatility, economic sector exposure, return on equity and
market price-to-book value ratio. However, the Portfolio Manager attempts to
construct a portfolio that produces a higher total return than the S&P 500 by
using the quantitative security selection techniques described below. Of
course, there can be no assurance that the Fund's investment performance will
equal or exceed that of the S&P 500.
In selecting specific securities, the Portfolio Manager uses a proprietary
quantitative model that ranks companies based on long-term (5-10 years) price
appreciation potential through analysis of such factors as growth of
sustainable earnings and dividend behavior. Securities in the top 50% of the
model's ranking are considered for purchase. The Portfolio Manager's sell
discipline incorporates a focus on reducing the realization of capital gains.
Each sell candidate is evaluated based on its cost, current market value, and
anticipated benefit of replacement. Securities in the bottom 20% of the
model's ranking are considered for sale. The Fund may engage in the purchase
and writing of options on securities indexes and may also invest in stock
index futures contracts and options thereon. The Portfolio Manager for the
Tax-Efficient Equity Fund is Parametric.
Tax-Efficient Management Strategies The Portfolio Manager for the Tax-
Efficient Structured Emerging Markets and Tax-Efficient Equity Funds utilizes
a range of active tax management techniques to minimize taxable distributions
for these Funds, including: low portfolio turnover; emphasis towards low-
dividend, growth-oriented companies; tax lot accounting (identification of
specific shares of securities being sold that have the lowest tax cost); and
regular rebalancing to capture available tax credits. The Tax-Efficient
Structured Emerging Markets and Tax-Efficient Equity Funds 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). The Funds intend to notify each shareholder as to that
portion of his or her capital gain dividends which qualifies for a long-term
tax rate of 20% in the hands of the shareholder. Net short-term capital gains,
when distributed, will be taxed as ordinary income, at graduated rates of up
to 39.6%. When these Funds decide to sell a particular appreciated security,
they will normally select for sale first those share lots with holding periods
exceeding 12 months and among those, the share lots with the highest cost
basis. The Funds 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 Tax-Efficient Structured Emerging Markets and
Tax-Efficient Equity Funds may, to the extent permitted by law, use hedging
techniques such as 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 Funds can reduce their exposure to price declines
in the securities without realizing substantial capital gains. In limited
circumstances, the Funds may follow 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 Funds can reduce their position in such securities without realizing
capital gains. During periods of net withdrawals by investors, using
distributions of securities could enable the Funds to avoid the forced sale of
securities to raise cash for meeting redemptions.
April , 1999 Prospectus 29
<PAGE>
It is expected that by employing the various tax-efficient management
strategies described above, the Tax-Efficient Structured Emerging Markets and
Tax-Efficient Equity Funds can minimize the extent to which shareholders incur
taxes as a result of realized capital gains. The Funds may nevertheless
realize gains and shareholders will incur tax liability from time to time.
Balanced Fund seeks total return consistent with prudent investment
management. The Fund attempts to achieve this objective through a management
policy of investing in the following asset classes: common stock, fixed income
securities, and money market instruments. The proportion of the Fund's total
assets allocated among common stocks, fixed income securities, and money
market instruments will vary from time to time and will be determined by the
Adviser. In determining the allocation of the Fund's assets among the three
asset classes, the Adviser will employ asset allocation principles which take
into account certain economic factors, market conditions, and the expected
relative total return and risk of the various asset classes. Under normal
circumstances, it is anticipated that the Fund will generally maintain a
balance among the types of securities in which it invests. Thus, the Fund will
normally maintain 40% to 65% of its assets in common stock, at least 25% of
its assets in fixed income securities, and less than 10% of its assets in
money market instruments. However, in no event would the Fund invest in any
common stock if, at the time of investment, more than 80% of the Fund's assets
would be invested in common stock; in no event would the Fund invest in a
fixed income security (other than a short-term instrument) if, at the time of
investment, more than 80% of the Fund's assets would be invested in fixed
income securities; nor would the Fund invest in a money market instrument if,
at the time of investment, more than 60% of its assets would be invested in
money market instruments.
In managing the Fund, the Adviser uses a specialist approach and has engaged
three of the Trust's Portfolio Managers to manage certain portions of the
Fund's assets. The portion of the assets of the Fund allocated by the Adviser
for investment in common stock (the "Common Stock Segment") will be further
allocated by the Adviser for investment by Cadence and NFJ. The portion of the
Common Stock Segment allocated to Cadence will be managed in accordance with
the investment policies of the Capital Appreciation Fund; the portion
allocated to NFJ will be managed in accordance with the investment policies of
the Value Fund. Allocations of the Common Stock Segment to Cadence and NFJ
will vary from time to time as determined by the Adviser.
The portion of the assets of the Fund allocated by the Adviser for
investment in fixed income securities (the "Fixed Income Securities Segment")
will be managed by Pacific Investment Management. The Fund may invest the
Fixed Income Securities Segment in the following types of securities:
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; corporate debt securities, including convertible securities
and corporate commercial paper; mortgage-related and other asset-backed
securities; inflation-indexed bonds issued by both governments and
corporations; structured notes, including hybrid or "indexed" securities,
catastrophe bonds and loan participations; delayed funding loans and revolving
credit facilities; bank certificates of deposit, fixed time deposits and
bankers' acceptances; repurchase agreements and reverse repurchase agreements;
obligations of foreign governments or their subdivisions, agencies and
instrumentalities; and obligations of international agencies or supranational
entities. Fixed income securities may have fixed, variable, or floating rates
of interest.
The Fund invests the Fixed Income Securities Segment in fixed income
securities of varying maturities. Portfolio holdings will be concentrated in
areas of the bond market (based on quality, sector, coupon or maturity) that
the Portfolio Manager believes to be relatively undervalued. Fixed income
securities in which the Fund may invest will, at the time of investment, be
rated Baa or better by Moody's, BBB or better by S&P or, if not rated by
Moody's or S&P, will be of comparable quality as determined by the Portfolio
Manager, except that up to 10% of the Fixed Income Securities Segment may be
invested in lower rated securities that are rated B or higher by Moody's or
S&P or, if not
30 PIMCO Funds: Multi-Manager Series
<PAGE>
rated by Moody's or S&P, determined by the Portfolio Manager to be of
comparable quality. High yield fixed income securities rated lower than Baa by
Moody's or BBB by S&P, or of equivalent quality, are not considered to be
investment grade, and are commonly referred to as "junk bonds." Securities
rated below investment grade and comparable unrated securities are subject to
greater risks than higher quality fixed income securities. See
"Characteristics and Risks of Securities and Investment Techniques--High Yield
Securities ("Junk Bonds")." The Fund also may invest up to 20% of the Fixed
Income Securities Segment in securities denominated in foreign currencies, and
may invest beyond this limit in U.S. dollar-denominated securities of foreign
issuers. Investing in securities denominated in foreign currencies and
securities of foreign issuers involves special risks and considerations not
typically associated with investing in U.S. securities. For a discussion of
such risks, see "Characteristics and Risks of Securities and Investment
Techniques--Foreign Securities."
Each Portfolio Manager generally invests a portion of its allocation in
liquid securities to facilitate redemptions. In addition, PIMCO Advisors
reserves the right to allocate a portion of the Fund's assets (the "Money
Market Segment") for investment in money market instruments and reserves the
right to manage the investment of such assets. Because of the Fund's flexible
investment policy, portfolio turnover may be greater than for a fund that does
not allocate assets among various types of securities. See "Portfolio
Transactions."
The Fund may engage in the purchase and writing of put and call options on
debt securities and securities indexes and may also purchase or sell interest
rate futures contracts, stock index futures contracts, and options thereon.
The Fund also may enter into swap agreements with respect to foreign
currencies, interest rates, and securities indexes. With respect to securities
of the Fixed Income Securities Segment denominated in foreign currencies, the
Fund may engage in foreign currency exchange transactions by means of buying
or selling foreign currencies on a spot basis, entering into forward foreign
currency contracts, and buying and selling foreign currency options, foreign
currency futures, and options on foreign currency futures. Foreign currency
exchange transactions may be entered into for the purpose of hedging against
foreign currency exchange risk arising from the Fund's investment or
anticipated investment in securities denominated in foreign currencies and for
purposes of increasing exposure to a particular foreign currency or to shift
exposure to foreign currency fluctuations from one country to another.
Duration Under normal circumstances, the average portfolio duration of the
Fixed Income Securities Segment of the Balanced Fund will vary within a three-
to six-year time frame, based on the Portfolio Manager's forecast for interest
rates. Duration is a measure of the expected life of a fixed income security
that was developed as a more precise alternative to the concept of "term to
maturity." Traditionally, a fixed income security's "term to maturity" has
been used as proxy for the sensitivity of the security's price to changes in
interest rates (which is the "interest rate risk" or "volatility" of the
security). However, "term to maturity" measures only the time until a fixed
income security provides its final payment, taking no account of the pattern
of the security's payments prior to maturity. In contrast, duration
incorporates a bond's yield, coupon interest payments, final maturity and call
features into one measure of the average life of a fixed income security on a
present value basis. Duration management is one of the fundamental tools used
by the Portfolio Manager for the Fixed Income Securities Segment of the
Balanced Fund. For more information on investments in fixed income securities,
see "Characteristics and Risks of Securities and Investment Techniques" in
this Prospectus and "Investment Objectives and Policies" in the Statement of
Additional Information.
April , 1999 Prospectus 31
<PAGE>
Stock Funds
The Emerging Markets, International Developed, Capital Appreciation, Mid-Cap
Growth, Micro-Cap Growth, Small-Cap Growth, Core Equity, Mid-Cap Equity,
Equity Income, Value, Value 25, Small-Cap Value, Enhanced Equity, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets, and Tax-Efficient
Equity Funds will each invest primarily (normally at least 65% of its assets)
in common stock. Each of these Funds may maintain a portion of its assets,
which will usually not exceed 10%, in U.S. Government securities, high quality
debt securities (whose maturity or remaining maturity will not exceed five
years), money market obligations, and in cash to provide for payment of the
Fund's expenses and to meet redemption requests. It is the policy of these
Funds to be as fully invested in common stocks as practicable at all times,
except that the Structured Emerging Markets and Tax-Efficient Structured
Emerging Markets Funds may invest up to 5% of their respective net assets in
debt securities of emerging market issuers. This policy precludes these Funds
from investing in debt securities as a defensive investment posture (although
these Funds may invest in such securities to provide for payment of expenses
and to meet redemption requests). Accordingly, investors in these Funds bear
the risk of general declines in stock prices and the risk that a Fund's
exposure to such declines cannot be lessened by investment in debt securities.
The Funds may also invest in convertible securities, preferred stock, and
warrants, subject to certain limitations.
The Growth, Target, Opportunity, Innovation, International, Renaissance, and
International Growth Funds will each invest primarily (normally at least 65%
of its assets) in common stocks, and may also invest in other equity
securities, including preferred stocks and securities (including debt
securities and warrants) convertible into or exercisable for common stocks.
The International Growth Fund will invest primarily in equity and equity-
related securities. Each of these Funds may invest a portion or, for temporary
defensive purposes, up to 100% of its assets in short-term U.S. Government
securities and other money market instruments.
One or more of the Stock Funds may temporarily not be invested primarily in
equity securities immediately following the commencement of operations or
after receipt of significant new monies. While attempting to identify suitable
investments, the Funds may hold assets in cash, short-term U.S. Government
securities, and other money market instruments. Any of the Stock Funds may
temporarily not contain the number of securities in which the Fund normally
invests if the Fund does not have sufficient assets to be fully invested, or
pending the Portfolio Manager's ability to prudently invest new monies.
The Stock Funds may also lend portfolio securities; enter into repurchase
agreements and reverse repurchase agreements (subject to the Funds' investment
limitations described below); purchase and sell securities on a when-issued or
delayed delivery basis; and enter into forward commitments to purchase
securities. All of the Stock Funds may invest in American Depository Receipts
("ADRs"). In addition, the Growth, Target, Opportunity, Innovation, Emerging
Markets, International Developed, International, Renaissance, Core Equity,
Mid-Cap Equity, International Growth, Structured Emerging Markets, and Tax-
Efficient Structured Emerging Markets Funds may invest in European Depository
Receipts ("EDRs") and Global Depository Receipts ("GDRs"). The Stock Funds
that invest primarily in securities of foreign issuers may invest a portion of
their assets in debt securities and money market obligations issued by U.S.
and foreign issuers that are either U.S. dollar-denominated or denominated in
foreign currency. For more information on these and other investment
practices, see "Characteristics and Risks of Securities and Investment
Techniques" in this Prospectus and "Investment Objectives and Policies" in the
Statement of Additional Information.
32 PIMCO Funds: Multi-Manager Series
<PAGE>
INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental policies of the
Growth, Target, Opportunity, Innovation, International, Renaissance, and
International Growth Funds and may not be changed with respect to any such
Fund without shareholder approval by vote of a majority of the outstanding
voting securities of that Fund. The investment objective of each of these
Funds and the Value 25, Tax-Efficient Structured Emerging Markets, and Tax-
Efficient Equity Funds is non-fundamental and may be changed with respect to
each such Fund by the Trustees without shareholder approval. Under the
following fundamental restrictions, none of the Growth, Target, Opportunity,
Innovation, International, Renaissance, and International Growth Funds may:
(1) Borrow money in excess of 10% of the value (taken at the lower of cost
or current value) of such Fund's total assets (not including the
amount borrowed) at the time the borrowing is made, and then only from
banks as a temporary measure to facilitate the meeting of redemption
requests (not for leverage) which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or emergency
purposes. Such borrowings will be repaid before any additional
investments are purchased.
(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 any such Fund and to the Funds to which this policy
relates in the aggregate.
(6) Concentrate more than 25% of the value of its total assets in any one
industry; except that the 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 restrictions set forth below are fundamental policies of each
of the Emerging Markets, International Developed, Capital Appreciation, Mid-
Cap Growth, Micro-Cap Growth, Small-Cap Growth, Core Equity, Mid-Cap Equity,
Equity Income, Value, Value 25, Small-Cap Value, Enhanced Equity, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets, Tax-Efficient
Equity, and Balanced Funds and may not be changed with respect to any such
Fund without shareholder approval by vote of a majority of the outstanding
shares of that Fund. The investment objective of each of these Funds (with the
exception of the Value 25, Tax-Efficient Structured Emerging Markets, and Tax-
Efficient Equity Funds) is also fundamental and may not be changed without
such shareholder approval. Under the following fundamental restrictions, none
of the above-referenced Funds may:
April , 1999 Prospectus 33
<PAGE>
(1) Invest in a security if, as a result of such investment, more than 25%
of its total assets (taken at market value at the time of such
investment) would be invested in the securities of issuers in any
particular industry, except that this restriction does not apply to
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities (or repurchase agreements with respect thereto).
(2) With respect to 75% of its assets, invest in a security if, as a
result of such investment, more than 5% of its total assets (taken at
market value at the time of such investment) would be invested in the
securities of any one issuer, except that this restriction does not
apply to securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.
(3) With respect to 75% of its assets, invest in a security if, as a
result of such investment, it would hold more than 10% (taken at the
time of such investment) of the outstanding voting securities of any
one issuer, except that this restriction does not apply to securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities.
(4) Purchase or sell real estate, although it may purchase securities
secured by real estate or interests therein, or securities issued by
companies in the real estate industry or which invest in real estate
or interests therein.
(5) Purchase or sell commodities or commodities contracts (which, for the
purpose of this restriction, shall not include foreign currency or
forward foreign currency contracts or swap agreements), except that
any such Fund may engage in interest rate futures contracts, stock
index futures contracts, futures contracts based on other financial
instruments or one or more groups of instruments, and on options on
such futures contracts.
(6) Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases and sales of portfolio
securities, but it may make margin deposits in connection with
transactions in options, futures, and options on futures, and except
that effecting short sales will be deemed not to constitute a margin
purchase for purposes of this restriction.
(7) Borrow money, or pledge, mortgage or hypothecate its assets, except
that a Fund may (i) borrow from banks or enter into reverse repurchase
agreements, or employ similar investment techniques, and pledge its
assets in connection therewith, but only if immediately after each
borrowing and continuing thereafter, there is asset coverage of 300%
and (ii) enter into reverse repurchase agreements and transactions in
options, futures, options on futures, and forward foreign currency
contracts as described in this Prospectus and in the Statement of
Additional Information (the deposit of assets in escrow in connection
with the writing of covered put and call options and the purchase of
securities on a when-issued or delayed delivery basis and collateral
arrangements with respect to initial or variation margin deposits for
futures contracts, options on futures contracts, and forward foreign
currency contracts will not be deemed to be pledges of such Fund's
assets).
(8) Issue senior securities, except insofar as such Fund may be deemed to
have issued a senior security by reason of borrowing money in
accordance with the Fund's borrowing policies, and except for purposes
of this investment restriction, collateral, escrow, or margin or other
deposits with respect to the making of short sales, the purchase or
sale of futures contracts or related options, purchase or sale of
forward foreign currency contracts, and the writing of options on
securities are not deemed to be an issuance of a senior security.
(9) Lend any funds or other assets, except that such Fund may, consistent
with its investment objective and policies: (a) invest in debt
obligations, including bonds, debentures, or other debt securities,
bankers' acceptances and commercial paper, even though the purchase of
such obligations may be deemed to be the making of loans, (b) enter
into repurchase agreements and reverse repurchase agreements, and (c)
lend its portfolio securities in an amount not to exceed one-third of
the value of its total assets, provided such loans
34 PIMCO Funds: Multi-Manager Series
<PAGE>
are made in accordance with applicable guidelines established by the
Securities and Exchange Commission ("SEC") and the Trustees of the
Trust.
(10) Act as an underwriter of securities of other issuers, except to the
extent that in connection with the disposition of portfolio
securities, it may be deemed to be an underwriter under the federal
securities laws.
Unless otherwise noted, the remaining restrictions and policies of each Fund
relating to the investment of its assets and activities are non-fundamental
and may be changed without shareholder approval. As indicated above, certain
fundamental investment restrictions do not apply to certain Funds. However,
certain non-fundamental restrictions, set forth in the Statement of Additional
Information, place comparable limitations on these Funds. See "Investment
Restrictions" in the Statement of Additional Information.
Unless otherwise indicated, all limitations applicable to Fund 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 Fund assets
invested in certain securities or other instruments resulting from market
fluctuations or other changes in a Fund's total assets will not require a Fund
to dispose of an investment until the Adviser or 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 Adviser or Portfolio
Manager 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.
CHARACTERISTICS AND RISKS OF SECURITIES
AND INVESTMENT TECHNIQUES
The different types of securities and investment techniques used by the
individual Funds all have attendant risks of varying degrees. For example,
with respect to common stock, there can be no assurance of capital
appreciation, and there is a risk of market decline. With respect to debt
securities, including money market instruments, there is the risk that the
issuer of a security may not be able to meet its obligation to make scheduled
interest or principal payments. Because each Fund seeks a different investment
objective and has different investment policies, each is subject to varying
degrees of financial, market, and credit risks. Therefore, investors should
carefully consider the investment objective, investment policies, and
potential risks of any Fund or Funds before investing.
The following describes potential risks associated with different types of
investment techniques that may be used by the individual Funds. For more
detailed information on these investment techniques, as well as information on
the types of securities in which some or all of the Funds may invest, see the
Statement of Additional Information.
Small and Medium Capitalization Stocks
Certain of the Funds may invest in common stock of companies with market
capitalizations that are small compared to those of other publicly traded
companies. Generally, small market capitalization is considered to be less
than $1.5 billion and large market capitalization is considered to be more
than $5 billion. Under normal market conditions, the Opportunity Fund will
invest primarily in companies with market capitalizations of less than $2
billion, the Small-Cap Growth and Small-Cap Value Funds will invest primarily
in companies with market capitalizations of between $50 million and $1
billion, and the Micro-Cap Growth Fund will invest primarily in companies with
market capitalizations of less than $100 million. Investments in larger
companies present certain advantages in that such companies generally have
greater financial resources, more extensive research and development,
manufacturing, marketing and service capabilities, and more stability and
greater depth of management and technical personnel. Investments in smaller,
less seasoned
April , 1999 Prospectus 35
<PAGE>
companies may present greater opportunities for growth but also may involve
greater risks than customarily are associated with more established companies.
The securities of smaller companies may be subject to more abrupt or erratic
market movements than larger, more established companies. These companies may
have limited product lines, markets or financial resources, or they may be
dependent upon a limited management group. Their securities may be traded in
the over-the-counter market or on a regional exchange, or may otherwise have
limited liquidity. As a result of owning large positions in this type of
security, a Fund is subject to the additional risk of possibly having to sell
portfolio securities at disadvantageous times and prices if redemptions
require the Fund to liquidate its securities positions. In addition, it may be
prudent for a Fund with a relatively large asset size to limit the number of
relatively small positions it holds in securities having limited liquidity in
order to minimize its exposure to such risks, to minimize transaction costs,
and to maximize the benefits of research. As a consequence, as a Fund's asset
size increases, the Fund may reduce its exposure to illiquid small
capitalization securities, which could adversely affect performance.
Many of the Funds may also invest in stocks of companies with medium market
capitalizations. Whether a U.S. issuer's market capitalization is medium is
determined by reference to the capitalization for all issuers whose equity
securities are listed on a United States national securities exchange or which
are reported on NASDAQ. Issuers with market capitalizations within the range
of capitalization of companies included in the S&P Mid Cap 400 Index may be
regarded as being issuers with medium market capitalizations. Such investments
share some of the risk characteristics of investments in stocks of companies
with small market capitalizations described above, although such companies
tend to have longer operating histories, broader product lines and greater
financial resources, and their stocks tend to be more liquid and less volatile
than those of smaller capitalization issuers.
Repurchase Agreements
For the purposes of maintaining liquidity and achieving income, each Fund
may enter into repurchase agreements, which entail the purchase of a
portfolio-eligible security from a bank or broker-dealer that agrees to
repurchase the security at the Fund's cost plus interest within a specified
time (normally one day). If the party agreeing to repurchase should default,
as a result of bankruptcy or otherwise, the Fund will seek to sell the
securities which it holds, which action could involve procedural costs or
delays in addition to a loss on the securities if their value should fall
below their repurchase price. Those Funds whose investment objectives do not
include the earning of income will invest in repurchase agreements only as a
cash management technique with respect to that portion of the portfolio
maintained in cash. Each Fund will limit its investment in repurchase
agreements maturing in more than seven days consistent with the Fund's policy
on investment in illiquid securities.
Reverse Repurchase Agreements and Other Borrowings
A reverse repurchase agreement may for some purposes be considered borrowing
that involves the sale of a security by a Fund and its agreement to repurchase
the instrument at a specified time and price. The Fund will segregate assets
determined to be liquid by the Adviser or a Portfolio Manager in accordance
with procedures established by the Board of Trustees to cover its obligations
under reverse repurchase agreements. Reverse repurchase agreements will be
subject to the Funds' limitations on borrowings. A Fund also may borrow money
for investment purposes subject to any policies of the Fund currently
described in this Prospectus or in the Statement of Additional Information.
Such a practice will result in leveraging of a Fund's assets. Leverage will
tend to exaggerate the effect on net asset value of any increase or decrease
in the value of a Fund's portfolio and may cause a Fund to liquidate portfolio
positions when it would not be advantageous to do so.
36 PIMCO Funds: Multi-Manager Series
<PAGE>
Loans of Portfolio Securities
For the purpose of achieving income, each Fund may lend its portfolio
securities to brokers, dealers, and other financial institutions, provided:
(i) the loan is secured continuously by collateral consisting of U.S.
Government securities, cash or cash equivalents (negotiable
certificates of deposit, bankers' acceptances or letters of credit)
maintained on a daily mark-to-market basis in an amount at least equal
to the current market value of the securities loaned;
(ii) the Fund may at any time call the loan and obtain the return of the
securities loaned;
(iii) the Fund will receive any interest or dividends paid on the loaned
securities; and
(iv) the aggregate market value of securities loaned will not at any time
exceed the Fund's limitation on lending its portfolio securities.
Each Fund's performance will continue to reflect changes in the value of the
securities loaned and will also reflect the receipt of either interest,
through investment of cash collateral by the Fund in permissible investments,
or a fee, if the collateral is U.S. Government securities. Securities lending
involves the risk of loss of rights in the collateral or delay in recovery of
the collateral should the borrower fail to return the security loaned or
become insolvent. The Funds may pay lending fees to the party arranging the
loan.
Foreign Securities
The Emerging Markets, International Developed, International, International
Growth, Structured Emerging Markets, and Tax-Efficient Structured Emerging
Markets Funds may invest directly in foreign equity securities; U.S. dollar-
or foreign currency-denominated foreign corporate debt securities; foreign
preferred securities; certificates of deposit, fixed time deposits and
bankers' acceptances issued by foreign banks; and obligations of foreign
governments or their subdivisions, agencies and instrumentalities,
international agencies and supranational entities. The Growth, Target,
Opportunity, Innovation, Renaissance, Core Equity, and Mid-Cap Equity Funds
may invest up to 15% of their respective net assets in securities which are
traded principally in securities markets outside the United States (Eurodollar
certificates of deposit are excluded for purposes of these limitations). The
Growth, Target, Opportunity, Innovation, and Renaissance Funds may invest
without limit in securities of foreign issuers that are traded in U.S.
markets. The Enhanced Equity Fund may invest in common stock of foreign
issuers if included in the index from which stocks are selected. The Balanced
Fund may invest up to 20% of its Fixed Income Securities Segment in securities
denominated in foreign currencies, and may invest beyond this limit in U.S.
dollar-denominated securities of foreign issuers.
All of the Funds may invest in ADRs. In addition, the Growth, Target,
Opportunity, Innovation, Emerging Markets, International Developed,
International, Renaissance, Core Equity, Mid-Cap Equity, International Growth,
Structured Emerging Markets, and Tax-Efficient Structured Emerging Markets
Funds may invest in EDRs and GDRs. ADRs are dollar-denominated receipts issued
generally by domestic banks and representing the deposit with the bank of a
security of a foreign issuer, and are publicly traded on exchanges or over-
the-counter in the United States. EDRs are receipts similar to ADRs and are
issued and traded in Europe. GDRs may be offered privately in the United
States and also trade in public or private markets in other countries.
Investing in the securities of issuers in any foreign country involves
special risks and considerations not typically associated with investing in
U.S. companies. Shareholders should consider carefully the substantial risks
involved in investing in securities issued by companies and governments of
foreign nations. These risks include: differences in accounting, auditing and
financial reporting standards; generally higher commission rates on foreign
portfolio
April , 1999 Prospectus 37
<PAGE>
transactions; the possibility of nationalization, expropriation or
confiscatory taxation; adverse changes in investment or exchange control
regulations (which may include suspension of the ability to transfer currency
from a country); and political instability which could affect U.S. investments
in foreign countries. Individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rate of inflation, capital reinvestment, resources, self-sufficiency,
and balance of payments position. The securities markets, values of
securities, yields, and risks associated with securities markets may change
independently of each other. Additionally, foreign securities and dividends
and interest payable on those securities may be subject to foreign taxes,
including taxes withheld from payments on those securities. Foreign securities
often trade with less frequency and volume than domestic securities and
therefore may exhibit greater price volatility. Additional costs associated
with an investment in foreign securities may include higher custodial fees
than apply to domestic custodial arrangements and transaction costs of foreign
currency conversions. Changes in foreign exchange rates also will affect the
value of securities denominated or quoted in currencies other than the U.S.
dollar.
A Fund's investments in foreign currency denominated debt obligations and
hedging activities will likely produce a difference between its book income
and its taxable income. This difference may cause a portion of the Fund's
income distributions to constitute returns of capital for tax purposes or
require the Fund to make distributions exceeding book income to qualify as a
regulated investment company for federal tax purposes.
Certain of the Funds and, in particular, the Emerging Markets, Structured
Emerging Markets, and Tax-Efficient Structured Emerging Markets Funds, may
invest in the securities of issuers based in countries with developing
economies. Investing in developing (or "emerging market") countries involves
certain risks not typically associated with investing in U.S. securities, and
imposes risks greater than, or in addition to, risks of investing in foreign,
developed countries. A number of emerging market countries restrict, to
varying degrees, foreign investment in securities. Repatriation of investment
income, capital, and the proceeds of sales by foreign investors may require
governmental registration and/or approval in some emerging market countries. A
number of the currencies of emerging market countries have experienced
significant declines against the U.S. dollar in recent years, and devaluation
may occur subsequent to investments in these currencies by a Fund. Inflation
and rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of certain emerging
market countries. Many of the emerging securities markets are relatively
small, have low trading volumes, suffer periods of relative illiquidity, and
are characterized by significant price volatility. There is a risk in emerging
market countries that a future economic or political crisis could lead to
price controls, forced mergers of companies, expropriation or confiscatory
taxation, seizure, nationalization, or creation of government monopolies, any
of which may have a detrimental effect on a Fund's investment.
Additional risks of investing in emerging market countries may include:
currency exchange rate fluctuations; greater social, economic and political
uncertainty and instability (including the risk of war); more substantial
governmental involvement in the economy; less governmental supervision and
regulation of the securities markets and participants in those markets;
unavailability of currency hedging techniques in certain emerging market
countries; the fact that companies in emerging market countries may be newly
organized and may be smaller and less seasoned companies; the difference in,
or lack of, auditing and financial reporting standards, which may result in
unavailability of material information about issuers; the risk that it may be
more difficult to obtain and/or enforce a judgment in a court outside the
United States; and significantly smaller market capitalization of securities
markets. Also, any change in the leadership or politics of emerging market
countries, or the countries that exercise a significant influence over those
countries, may halt the expansion of or reverse the liberalization of foreign
investment policies now occurring and adversely affect existing investment
opportunities.
38 PIMCO Funds: Multi-Manager Series
<PAGE>
In addition, emerging securities markets may have different clearance and
settlement procedures, which may be unable to keep pace with the volume of
securities transactions or otherwise make it difficult to engage in such
transactions. Settlement problems may cause a Fund to miss attractive
investment opportunities, hold a portion of its assets in cash pending
investment, or delay in disposing of a portfolio security. Such a delay could
result in possible liability to a purchaser of the security.
Special Risks of Investing in Russian and Other Eastern European Securities
The Emerging Markets, International, International Growth, Structured Emerging
Markets, and Tax-Efficient Structured Emerging Markets Funds may invest a
portion of their assets in securities of issuers located in Russia and in
other Eastern European countries. While investments in securities of such
issuers are subject generally to the same risks associated with investments in
other emerging market countries described above, the political, legal and
operational risks of investing in Russian and other Eastern European issuers,
and of having assets custodied within these countries, may be particularly
acute. A risk of particular note with respect to direct investment in Russian
securities is the way in which ownership of shares of companies is normally
recorded. When a Fund invests in a Russian issuer, it will normally receive a
"share extract," but that extract is not legally determinative of ownership.
The official record of ownership of a company's share is maintained by the
company's share registrar. Such share registrars are completely under the
control of the issuer, and investors are provided with few legal rights
against such registrars. Please refer to "Investment Objectives and Policies--
Foreign Securities" in the Statement of Additional Information for a more
complete description of these and other risks associated with investments in
securities of Russian and other Eastern European issuers.
Foreign Currency Transactions
Foreign currency exchange rates may fluctuate significantly over short
periods of time. They generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments
in different countries, actual or perceived changes in interest rates and
other complex factors, as seen from an international perspective. Currency
exchange rates also can be affected unpredictably by intervention (or the
failure to intervene) by U.S. or foreign governments or central banks, or by
currency controls or political developments in the U.S. or abroad. For
example, significant uncertainty surrounds the proposed introduction of the
euro (a common currency unit for the European Union) in January 1999 and its
effect on the value of securities denominated in local European currencies.
These and other currencies in which the Funds' assets are denominated may be
devalued against the U.S. dollar, resulting in a loss to the Funds. For a more
complete discussion of foreign currency risks (including those associated with
the euro), please see "Investment Objectives and Policies--Foreign Currencies"
in the Statement of Additional Information.
The Growth, Target, Opportunity, Innovation, Emerging Markets, International
Developed, International, Renaissance, Core Equity, Mid-Cap Equity,
International Growth, Structured Emerging Markets, Tax-Efficient Structured
Emerging Markets, and Balanced Funds may enter into forward foreign currency
exchange contracts to reduce the risks of adverse changes in foreign exchange
rates. In addition, the Emerging Markets, International Developed,
International, International Growth, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets, and Balanced Funds may buy and sell
foreign currency futures contracts and options on foreign currencies and
foreign currency futures. A forward foreign currency exchange contract
involves an obligation to purchase or sell a specific currency at a future
date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. By
entering into a forward foreign currency exchange contract, the Fund "locks
in" the exchange rate between the currency it will deliver and the currency it
will receive for the duration of the contract. As a result, a Fund reduces its
exposure to changes in the value of the currency it will deliver and increases
its exposure to changes in the value of the currency it
April , 1999 Prospectus 39
<PAGE>
will exchange into. The effect on the value of a Fund is similar to selling
securities denominated in one currency and purchasing securities denominated
in another. Contracts to sell foreign currency would limit any potential gain
which might be realized by a Fund if the value of the hedged currency
increases. A Fund may enter into these contracts for the purpose of hedging
against foreign exchange risk arising from the Fund's investment or
anticipated investment in securities denominated in foreign currencies.
Suitable hedging transactions may not be available in all circumstances and
there can be no assurance that a Fund will engage in such transactions at any
given time or from time to time. Also, such transactions may not be successful
and may eliminate any chance for a Fund to benefit from favorable fluctuations
in relevant foreign currencies. The Emerging Markets, International Developed,
International, International Growth, Structured Emerging Markets, and Tax-
Efficient Structured Emerging Markets Funds also may enter into these
contracts for purposes of increasing exposure to a foreign currency or to
shift exposure to foreign currency fluctuations from one country to another.
To the extent that they do so, the Emerging Markets, International Developed,
International, International Growth, Structured Emerging Markets, and Tax-
Efficient Structured Emerging Markets Funds will be subject to the additional
risk that the relative value of currencies will be different than anticipated
by the particular Fund's Portfolio Manager. These Funds may use one currency
(or a basket of currencies) to hedge against adverse changes in the value of
another currency (or a basket of currencies) when exchange rates between the
two currencies are positively correlated. Each Fund will segregate assets
determined to be liquid by the Adviser or a Portfolio Manager in accordance
with procedures established by the Board of Trustees to cover its obligations
under forward foreign currency exchange contracts entered into for non-hedging
purposes.
High Yield Securities ("Junk Bonds")
The Growth, Renaissance and Balanced Funds may invest a portion of their
assets in fixed income securities rated lower than Baa by Moody's or lower
than BBB by S&P but rated at least B by Moody's or S&P or, if not rated,
determined by the Portfolio Manager to be of comparable quality. In addition,
the Renaissance Fund may invest in convertible securities rated below B by
Moody's or S&P (or, if unrated, considered by the Portfolio Manager to be of
comparable quality). Securities rated lower than Baa by Moody's or lower than
BBB by S&P are sometimes referred to as "high yield" or "junk" bonds.
Investors should consider the risks associated with high yield securities
before investing in these Funds. Although each of the Growth and Renaissance
Funds reserves the right to do so at any time, as of the date of this
Prospectus, neither Fund invests nor has the present intention to invest more
than 5% of its assets in high yield securities or junk bonds.
Investing in high yield securities involves special risks in addition to the
risks associated with investments in higher rated fixed income securities.
While offering a greater potential opportunity for capital appreciation and
higher yields than investments in higher rated debt securities, high yield
securities typically entail greater potential price volatility and may be less
liquid than investment grade debt. High yield securities may be regarded as
predominately speculative with respect to the issuer's continuing ability to
meet principal and interest payments. Analysis of the creditworthiness of
issuers of high yield securities may be more complex than for issuers of
higher quality debt securities, and achievement of a Fund's investment
objective may, to the extent of its investments in high yield securities,
depend more heavily on the Portfolio Manager's creditworthiness analysis than
would be the case if the Fund were investing in higher quality securities.
High yield securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than higher grade securities.
For additional discussion of the characteristics of lower rated fixed income
securities, see the Statement of Additional Information. Ratings assigned to
fixed income securities are described in the Appendix to the Statement of
Additional Information.
40 PIMCO Funds: Multi-Manager Series
<PAGE>
Derivative Instruments
To the extent permitted by the investment objective and policies of each
Fund, a Fund may purchase and write call and put options on securities,
securities indexes and foreign currencies, and enter into futures contracts
and use options on futures contracts as further described below. In pursuit of
their investment objectives, the Growth, Target, Opportunity, Innovation,
Emerging Markets, International Developed, International, Renaissance, Core
Equity, Mid-Cap Equity, International Growth, Structured Emerging Markets,
Tax-Efficient Structured Emerging Markets, Tax-Efficient Equity, and Balanced
Funds may engage in the purchase and writing of call and put options on
securities and enter into futures contracts and options thereon; each of these
Funds, along with the Enhanced Equity Fund, may engage in the purchase and
writing of options on securities indexes and enter into securities index
futures contracts and options thereon. The Funds that may invest in foreign
currency denominated securities may engage in the purchase and writing of call
and put options on foreign currencies. The Emerging Markets, International
Developed, Structured Emerging Markets, Tax-Efficient Structured Emerging
Markets, Tax-Efficient Equity, and Balanced Funds also may enter into swap
agreements with respect to securities indexes. The Balanced Fund may also
enter into swap agreements with respect to foreign currencies and interest
rates. The Funds may (but are not required to) use these techniques to hedge
against changes in interest rates, foreign currency exchange rates or
securities prices; and for the Emerging Markets, International Developed,
International, International Growth, Structured Emerging Markets, and Tax-
Efficient Structured Emerging Markets Funds, to increase exposure to a foreign
currency, to shift exposure to foreign currency fluctuations from one country
to another, or as part of their overall investment strategies. Each Fund will
segregate assets determined to be liquid by the Adviser or a Portfolio Manager
in accordance with procedures established by the Board of Trustees (or, as
permitted by applicable regulation, enter into certain offsetting positions)
to cover its obligations under options, futures, and swaps to limit leveraging
of the Fund.
Derivative instruments are considered for these purposes to consist of
securities or other instruments whose value is derived from or related to the
value of some other instrument or asset, and not to include those securities
whose payment of principal and/or interest depends upon cash flows from
underlying assets, such as mortgage-related or asset-backed securities. See
"Mortgage-Related and Other Asset-Backed Securities." The value of some
derivative instruments in which the Funds may invest may be particularly
sensitive to changes in prevailing interest rates, and, like the other
investments of the Funds, the ability of a Fund to successfully utilize these
instruments may depend in part upon the ability of the Portfolio Manager to
forecast interest rates and other economic factors correctly. If the Portfolio
Manager incorrectly forecasts such factors and has taken positions in
derivative instruments contrary to prevailing market trends, the Funds could
be exposed to the risk of loss.
The Funds might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If the Portfolio
Manager incorrectly forecasts interest rates, market values or other economic
factors in utilizing a derivatives strategy for a Fund, the Fund might have
been in a better position if it had not entered into the transaction at all.
Also, suitable derivative transactions may not be available in all
circumstances. The use of these strategies involves certain special risks,
including a possible imperfect correlation, or even no correlation, between
price movements of derivative instruments and price movements of related
investments. While some strategies involving derivative instruments can reduce
the risk of loss, they can also reduce the opportunity for gain or even result
in losses by offsetting favorable price movements in related investments or
otherwise, due to the possible inability of a Fund to purchase or sell a
portfolio security at a time that otherwise would be favorable or the possible
need to sell a portfolio security at a disadvantageous time because the Fund
is required to maintain asset coverage or offsetting positions in connection
with transactions in derivative instruments, and the possible inability of a
Fund to close out or to liquidate
April , 1999 Prospectus 41
<PAGE>
its derivatives positions. In addition, a Fund's use of such instruments may
cause the Fund to realize higher amounts of short-term capital gains
(generally taxed at ordinary income tax rates) than if the Fund had not used
such instruments.
Options on Securities, Securities Indexes, and Currencies Certain Funds may
purchase put options on securities. One purpose of purchasing put options is
to protect holdings in an underlying or related security against a substantial
decline in market value. These Funds may also purchase call options on
securities. One purpose of purchasing call options is to protect against
substantial increases in prices of securities the Fund intends to purchase
pending its ability to invest in such securities in an orderly manner. A Fund
may sell put or call options it has previously purchased, which could result
in a net gain or loss depending on whether the amount realized on the sale is
more or less than the premium and other transaction costs paid on the put or
call option which is sold. A Fund may write a call or put option only if the
option is "covered" by the Fund holding a position in the underlying
securities or by other means which would permit immediate satisfaction of the
Fund's obligation as writer of the option. Prior to exercise or expiration, an
option may be closed out by an offsetting purchase or sale of an option of the
same series.
The purchase and writing of options involves certain risks. During the
option period, the covered call writer has, in return for the premium on the
option, given up the opportunity to profit from a price increase in the
underlying security above the exercise price, but, as long as its obligation
as a writer continues, has retained the risk of loss should the price of the
underlying security decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot
effect a closing purchase transaction in order to terminate its obligation
under the option and must deliver the underlying security at the exercise
price. If a put or call option purchased by the Fund is not sold when it has
remaining value, and if the market price of the underlying security remains
equal to or greater than the exercise price (in the case of a put), or remains
less than or equal to the exercise price (in the case of a call), the Fund
will lose its entire investment in the option. Also, where a put or call
option on a particular security is purchased to hedge against price movements
in a related security, the price of the put or call option may move more or
less than the price of the related security. There can be no assurance that a
liquid market will exist when a Fund seeks to close out an option position.
Furthermore, if trading restrictions or suspensions are imposed on the options
markets, a Fund may be unable to close out a position.
For each of the Growth, Target, Opportunity, Innovation, International,
Renaissance, and International Growth Funds, in the case of a written call
option on a securities index, the Fund will own corresponding securities whose
historic volatility correlates with that of the index.
The Emerging Markets, International Developed, International, Core Equity,
Mid-Cap Equity, International Growth, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets, and Balanced Funds may buy or sell put
and call options on foreign currencies as a hedge against changes in the value
of the U.S. dollar (or another currency) in relation to a foreign currency in
which a Fund's securities may be denominated. Currency options traded on U.S.
or other exchanges may be subject to position limits which may limit the
ability of a Fund to reduce foreign currency risk using such options.
Over-the-counter options in which certain Funds may invest differ from
traded options in that they are two-party contracts, with price and other
terms negotiated between buyer and seller, and generally do not have as much
market liquidity as exchange-traded options. The Funds may be required to
treat as illiquid over-the-counter options purchased and securities being used
to cover certain written over-the-counter options.
Swap Agreements The Emerging Markets, International Developed, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets, and Tax-Efficient
Equity Funds may enter into equity index swap agreements for purposes of
42 PIMCO Funds: Multi-Manager Series
<PAGE>
gaining exposure to the stocks making up an index of securities without
actually purchasing those stocks. The Balanced Fund may enter into swap
agreements to hedge against changes in interest rates, foreign currency
exchange rates or securities prices. Swap agreements are two-party contracts
entered into primarily by institutional investors for periods ranging from a
few weeks to more than one year. In a standard swap transaction, two parties
agree to exchange the returns (or differentials in rates of return) earned or
realized on particular predetermined investments or instruments, which may be
adjusted for an interest factor. The gross returns to be exchanged or
"swapped" between the parties are generally calculated with respect to a
"notional amount," i.e., the return on or increase in value of a particular
dollar amount invested at a particular interest rate, or in a "basket" of
securities representing a particular index.
Most swap agreements entered into by the Funds calculate the obligations of
the parties to the agreement on a "net basis." Consequently, a Fund's current
obligations (or rights) under a swap agreement will generally be equal only to
the net amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement (the "net
amount"). A Fund's current obligations under a swap agreement will be accrued
daily (offset against amounts owed to the Fund), and any accrued but unpaid
net amounts owed to a swap counterparty will be covered by the segregation of
assets determined to be liquid by the Portfolio Manager in accordance with
procedures established by the Board of Trustees to limit any potential
leveraging of the Fund's portfolio. Obligations under swap agreements so
covered will not be construed to be "senior securities" for purposes of a
Fund's investment restriction concerning senior securities. A Fund will not
enter into a swap agreement with any single party if the net amount owed or to
be received under existing contracts with that party would exceed 5% of the
Fund's assets.
Whether a Fund's use of swap agreements will be successful in furthering its
investment objective will depend on the Portfolio Manager's ability to predict
correctly whether certain types of investments are likely to produce greater
returns than other investments. Because they are two-party contracts and
because they may have terms of greater than seven days, swap agreements may be
considered to be illiquid investments. Moreover, a Fund bears the risk of loss
of the amount expected to be received under a swap agreement in the event of
the default or bankruptcy of a swap agreement counterparty. The Funds will
enter into swap agreements only with counterparties that meet certain
standards for creditworthiness (generally, such counterparties would have to
be eligible counterparties under the terms of the Funds' repurchase agreement
guidelines). The swaps market is a relatively new market and is largely
unregulated. It is possible that developments in the swaps market, including
potential government regulation, could adversely affect a Fund's ability to
terminate existing swap agreements or to realize amounts to be received under
such agreements.
Futures Contracts and Options on Futures Contracts Certain Funds may enter
into futures contracts and options thereon. The Balanced Fund may invest in
interest rate futures contracts and options thereon. The Emerging Markets,
International Developed, International, Core Equity, Mid-Cap Equity,
International Growth, Structured Emerging Markets, Tax-Efficient Structured
Emerging Markets, and Balanced Funds may invest in foreign exchange futures
contracts and options thereon ("futures options") that are traded on a U.S. or
foreign exchange or board of trade, or similar entity, or quoted on an
automated quotation system. These Funds may engage in such futures
transactions as an adjunct to their securities activities.
There are several risks associated with the use of futures and futures
options for hedging purposes. There can be no guarantee that there will be a
correlation between price movements in the hedging vehicle and in the
portfolio securities being hedged. An incorrect correlation could result in a
loss on both the hedged securities in a Fund and the hedging vehicle, so that
the portfolio return might have been greater had hedging not been attempted.
There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a futures contract or a futures option position. Most
futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a
April , 1999 Prospectus 43
<PAGE>
single day; once the daily limit has been reached on a particular contract, no
trades may be made that day at a price beyond that limit. In addition, certain
of these instruments are relatively new and without a significant trading
history. As a result, there is no assurance that an active secondary market
will develop or continue to exist. Lack of a liquid market for any reason may
prevent a Fund from liquidating an unfavorable position, and the Fund would
remain obligated to meet margin requirements until the position is closed.
Index Futures The Growth, Target, Opportunity, Innovation, Emerging Markets,
International Developed, International, Renaissance, Core Equity, Mid-Cap
Equity, International Growth, Enhanced Equity, Structured Emerging Markets,
Tax-Efficient Structured Emerging Markets, Tax-Efficient Equity, and Balanced
Funds may purchase and sell futures contracts on various securities indexes
("Index Futures") and related options for hedging purposes and for investment
purposes. A Fund's purchase and sale of Index Futures is limited to contracts
and exchanges which have been approved by the Commodity Futures Trading
Commission ("CFTC").
Each of the Emerging Markets, International Developed, International,
International Growth, Structured Emerging Markets, and Tax-Efficient
Structured Emerging Markets Funds may invest to a significant degree in Index
Futures on stock indexes and related options (including those which may trade
outside of the United States) as an alternative to purchasing individual
stocks in order to adjust the Fund's exposure to a particular market. These
Funds may invest in Index Futures and related options when a Portfolio Manager
believes that there are not enough attractive securities available to maintain
the standards of diversification and liquidity set for a Fund pending
investment in such securities if or when they do become available. Through the
use of Index Futures and related options, a Fund may diversify risk in its
portfolio without incurring the substantial brokerage costs which may be
associated with investment in the securities of multiple issuers. A Fund may
also avoid potential market and liquidity problems which may result from
increases in positions already held by the Fund.
A Fund may close open positions on the futures exchanges on which Index
Futures are traded at any time up to and including the expiration day. All
positions which remain open at the close of the last business day of the
contract's life are required to settle on the next business day (based upon
the value of the relevant index on the expiration day), with settlement made
with the appropriate clearing house. Because the specific procedures for
trading foreign stock Index Futures on futures exchanges are still under
development, additional or different margin requirements as well as settlement
procedures may be applicable to foreign stock Index Futures at the time a Fund
purchases such instruments.
Positions in Index Futures may be closed out by a Fund only on the futures
exchanges upon which the Index Futures are then traded. There can be no
assurance that a liquid market will exist for any particular contract at any
particular time. Also, the price of Index Futures may not correlate perfectly
with movement in the relevant index due to certain market distortions. First,
all participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the index and
futures markets. Second, the deposit requirements in the futures market are
less onerous than margin requirements in the securities market, and as a
result, the futures market may attract more speculators than does the
securities market. Increased participation by speculators in the futures
market may also cause temporary price distortions. In addition, trading hours
for foreign stock Index Futures may not correspond perfectly to hours of
trading on the foreign exchange to which a particular foreign stock Index
Future relates. This may result in a disparity between the price of Index
Futures and the value of the relevant index due to the lack of continuous
arbitrage between the Index Futures price and the value of the underlying
index.
44 PIMCO Funds: Multi-Manager Series
<PAGE>
The Funds may only enter into futures contracts or futures options which are
standardized and traded on a U.S. or foreign exchange or board of trade, or
similar entity, or quoted on an automated quotation system. Each Fund may use
futures contracts and related options for "bona fide hedging" purposes, as
such term is defined in applicable regulations of the CFTC, or, with respect
to positions in futures and related options that do not qualify as "bona fide
hedging" positions, may enter such positions only to the extent that aggregate
initial margin deposits plus premiums paid by it for open futures option
positions, less the amount by which any such positions are "in-the-money,"
would not exceed 5% of the Fund's net assets.
Short Sales
Each Fund may from time to time make short sales involving securities held
in the Fund's portfolio or which the Fund has the right to acquire without the
payment of further consideration. For these purposes, a Fund may also hold or
have the right to acquire securities which, without the payment of any further
consideration, are convertible into or exchangeable for the securities sold
short. Short sales expose the Fund to the risk that it will be required to
acquire, convert or exchange securities to cover its short position at a time
when the securities sold short have appreciated in value, thus resulting in a
loss to the Fund.
When-Issued, Delayed Delivery and Forward Commitment Transactions
Each Fund may purchase securities which it is eligible to purchase on a
when-issued basis, may purchase and sell such securities for delayed delivery
and may make contracts to purchase securities for a fixed price at a future
date beyond normal settlement time (forward commitments). When-issued
transactions, delayed delivery purchases and forward commitments involve a
risk of loss if the value of the securities declines prior to the settlement
date, which risk is in addition to the risk of decline in the value of the
Fund's other assets. Typically, no income accrues on securities a Fund has
committed to purchase prior to the time delivery of the securities is made,
although a Fund may earn income on securities it has segregated.
Mortgage-Related and Other Asset-Backed Securities
All Funds that may purchase debt securities for investment purposes (and in
particular the Balanced Fund) may invest in mortgage-related securities, and
in other asset-backed securities (unrelated to mortgage loans) that are
offered to investors currently or in the future. The value of some mortgage-
related or asset-backed securities in which the Funds invest may be
particularly sensitive to changes in prevailing interest rates, and, like
other fixed income investments, the ability of a Fund to successfully utilize
these instruments may depend in part upon the ability of the Portfolio Manager
to forecast interest rates and other economic factors correctly.
Mortgage Pass-Through Securities are securities representing interests in
"pools" of mortgage loans secured by residential or commercial real property
in which payments of both interest and principal on the securities are
generally made monthly, in effect "passing through" monthly payments made by
the individual borrowers on the mortgage loans which underlie the securities
(net of fees paid to the issuer or guarantor of the securities). Early
repayment of principal on some mortgage-related securities (arising from
prepayments of principal due to sale of the underlying property, refinancing,
or foreclosure, net of fees and costs which may be incurred) may expose a Fund
to a lower rate of return upon reinvestment of principal. Also, if a security
subject to prepayment has been purchased at a premium, the value of the
premium would be lost in the event of prepayment. Like other fixed income
securities, when interest rates rise, the value of a mortgage-related security
generally will decline; however, when interest rates are declining, the value
of mortgage-related securities with prepayment features may not increase as
much as other fixed income securities. The rate of prepayments on underlying
mortgages will affect the price and volatility of a mortgage-related security,
and may have
April , 1999 Prospectus 45
<PAGE>
the effect of shortening or extending the effective maturity of the security
beyond what was anticipated at the time of purchase. To the extent that
unanticipated rates of prepayment on underlying mortgages increase the
effective maturity of a mortgage-related security, the volatility of such
security can be expected to increase.
Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by
the full faith and credit of the U.S. Government (in the case of securities
guaranteed by the Government National Mortgage Association ("GNMA")); or
guaranteed by agencies or instrumentalities of the U.S. Government (in the
case of securities guaranteed by the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"), which are
supported only by the discretionary authority of the U.S. Government to
purchase the agency's obligations). Mortgage-related securities created by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers or the mortgage poolers.
Collateralized Mortgage Obligations ("CMOs") are hybrid mortgage-related
instruments. Similar to a bond, interest and pre-paid principal on a CMO are
paid, in most cases, on a monthly basis. CMOs may be collateralized by whole
mortgage loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC, or FNMA. CMOs are
structured into multiple classes, with each class bearing a different stated
maturity. Monthly payments of principal, including prepayments, are first
returned to investors holding the shortest maturity class; investors holding
the longer maturity classes receive principal only after the first class has
been retired. CMOs that are issued or guaranteed by the U.S. Government or by
any of its agencies or instrumentalities will be considered U.S. Government
securities by a Fund, while other CMOs, even if collateralized by U.S.
Government securities, will have the same status as other privately issued
securities for purposes of applying a Fund's diversification tests.
Commercial Mortgage-Backed Securities include securities that reflect an
interest in, and are secured by, mortgage loans on commercial real property.
The market for commercial mortgage-backed securities developed more recently
and in terms of total outstanding principal amount of issues is relatively
small compared to the market for residential single-family mortgage-backed
securities. Many of the risks of investing in commercial mortgage-backed
securities reflect the risks of investing in the real estate securing the
underlying mortgage loans. These risks reflect the effects of local and other
economic conditions on real estate markets, the ability of tenants to make
loan payments, and the ability of a property to attract and retain tenants.
Commercial mortgage-backed securities may be less liquid and exhibit greater
price volatility than other types of mortgage-related or asset-backed
securities.
Mortgage-Related Securities include securities other than those described
above that directly or indirectly represent a participation in, or are secured
by and payable from, mortgage loans on real property, such as CMO residuals or
stripped mortgage-backed securities ("SMBS"), and may be structured in classes
with rights to receive varying proportions of principal and interest.
A common type of SMBS will have one class receiving some of the interest and
most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the interest-only,
or "IO" class), while the other class will receive all of the principal (the
principal-only, or "PO" class). The yield to maturity on an IO class is
extremely sensitive to the rate of principal payments (including prepayments)
on the related underlying mortgage assets, and a rapid rate of
46 PIMCO Funds: Multi-Manager Series
<PAGE>
principal payments may have a material adverse effect on a Fund's yield to
maturity from these securities. For a discussion of the characteristics of
some of these instruments, see the Statement of Additional Information.
Convertible Securities
Many of the Funds may invest in convertible securities. Convertible
securities are generally preferred stocks or fixed income securities that are
convertible into common stock at either a stated price or a stated rate. The
price of the convertible security will normally vary in some proportion to
changes in the price of the underlying common stock because of this conversion
feature. A convertible security will normally also provide a fixed income
stream. For this reason, the convertible security may not decline in price as
rapidly as the underlying common stock.
A Fund's Portfolio Manager will select convertible securities to be
purchased by the Fund based primarily upon its evaluation of the fundamental
investment characteristics and growth prospects of the issuer of the security.
As a fixed income security, a convertible security tends to increase in market
value when interest rates decline and to decrease in value when interest rates
rise. While convertible securities generally offer lower interest or dividend
yields than non-convertible fixed income securities of similar quality, their
value tends to increase as the market value of the underlying stock increases
and to decrease when the value of the underlying stock decreases.
The Renaissance Fund may invest in so-called "synthetic convertible
securities," which are composed of two or more different securities whose
investment characteristics, taken together, resemble those of convertible
securities. For example, the Renaissance Fund may purchase a non-convertible
debt security and a warrant or option. The synthetic convertible differs from
the true convertible security in several respects. Unlike a true convertible
security, which is a single security having a unitary market value, a
synthetic convertible comprises two or more separate securities, each with its
own market value. Therefore, the "market value" of a synthetic convertible is
the sum of the values of its fixed income component and its convertible
component. For this reason, the values of a synthetic convertible and a true
convertible security may respond differently to market fluctuations.
Investment in Investment Companies
The Emerging Markets, International Developed, International, and
International Growth Funds may each invest up to 10% of its assets in
securities of other investment companies, such as closed-end management
investment companies, or in pooled accounts or other investment vehicles which
invest in foreign markets. As a shareholder of an investment company, these
Funds may indirectly bear service and other fees which are in addition to the
fees the Funds pay their service providers.
Credit and Market Risk of Fixed Income Securities
All fixed income securities are subject to market risk and credit risk.
Market risk relates to market-induced changes in a security's value, usually
as a result of changes in interest rates. The value of a Fund's investments in
fixed income securities will change as the general level of interest rates
fluctuate. During periods of falling interest rates, the value of a Fund's
fixed income securities generally rise. Conversely, during periods of rising
interest rates, the value of a Fund's fixed income securities generally
decline. Credit risk relates to the ability of the issuer to make payments of
principal and interest.
April , 1999 Prospectus 47
<PAGE>
Money Market Instruments
Each of the Funds may invest at least a portion of its assets in the
following kinds of money market instruments:
(1) short-term U.S. Government securities;
(2) certificates of deposit, bankers' acceptances and other bank
obligations rated in the two highest rating categories by at least
two NRSROs, or, if rated by only one NRSRO, in such agency's two
highest grades, or, if unrated, determined to be of comparable
quality by the Adviser or a Portfolio Manager. Bank obligations
must be those of a bank that has deposits in excess of $2 billion
or that is a member of the Federal Deposit Insurance Corporation. A
Fund may invest in obligations of U.S. branches or subsidiaries of
foreign banks ("Yankee dollar obligations") or foreign branches of
U.S. banks ("Eurodollar obligations");
(3) commercial paper rated in the two highest rating categories by at
least two NRSROs, or, if rated by only one NRSRO, in such agency's
two highest grades, or, if unrated, determined to be of comparable
quality by the Adviser or a Portfolio Manager;
(4) corporate obligations with a remaining maturity of 397 days or less
whose issuers have outstanding short-term debt obligations rated in
the highest rating category by at least two NRSROs, or, if rated by
only one NRSRO, in such agency's highest grade, or, if unrated,
determined to be of comparable quality by the Adviser or a
Portfolio Manager; and
(5) repurchase agreements with domestic commercial banks or registered
broker-dealers.
Illiquid Securities
Each Fund may invest in securities that are illiquid so long as no more than
15% of the net assets of the Fund (taken at market value at the time of
investment) would be invested in such securities. Certain illiquid securities
may require pricing at fair value as determined in good faith under the
supervision of the Board of Trustees. A Portfolio Manager may be subject to
significant delays in disposing of illiquid securities, and transactions in
illiquid securities may entail registration expenses and other transaction
costs that are higher than those for transactions in liquid securities.
The term "illiquid securities" for this purpose means securities that cannot
be disposed of within seven days in the ordinary course of business at
approximately the amount at which a Fund has valued the securities. Illiquid
securities are considered to include, among other things, written over-the-
counter options, securities or other liquid assets being used as cover for
such options, repurchase agreements with maturities in excess of seven days,
certain loan participation interests, fixed time deposits which are not
subject to prepayment or provide for withdrawal penalties upon prepayment
(other than overnight deposits), securities that are subject to legal or
contractual restrictions on resale (such as privately placed debt securities),
and other securities which legally or in the Adviser's or a Portfolio
Manager's opinion may be deemed illiquid (not including securities issued
pursuant to Rule 144A under the Securities Act of 1933 and certain commercial
paper that the Adviser or a Portfolio Manager has determined to be liquid
under procedures approved by the Board of Trustees).
Service Systems -- Year 2000 Problem
Many of the services provided to the Funds depend on the smooth functioning
of computer systems. Many systems in use today cannot distinguish between the
year 1900 and the year 2000. Should any of the service systems fail to process
information properly, that could have an adverse impact on the Funds'
operations and services provided to shareholders. The Adviser, Distributor,
Shareholder Servicing and Transfer Agent, Custodian, and certain other service
providers to the Funds have reported that each is working toward mitigating
the risks associated with the so-called "year 2000
48 PIMCO Funds: Multi-Manager Series
<PAGE>
problem." However, there can be no assurance that the problem will be
corrected in all respects and that the Funds' operations and services provided
to shareholders will not be adversely affected, nor can there be any assurance
that the year 2000 problem will not have an adverse effect on the entities
whose securities are held by the Funds or on domestic or global equity markets
or economies, generally.
"Fundamental" Policies
The investment objective of each of the Growth, Target, Opportunity,
Innovation, International, Renaissance, International Growth, Value 25, Tax-
Efficient Structured Emerging Markets, and Tax-Efficient Equity Funds
described in this Prospectus may be changed by the Board of Trustees without
shareholder approval. The investment objective of each other Fund is
fundamental and may not be changed without shareholder approval by vote of a
majority of the outstanding shares of that Fund. If there is a change in a
Fund's investment objective, including a change approved by shareholder vote,
shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and needs.
MANAGEMENT OF THE TRUST
The business affairs of the Trust are managed under the direction of the
Board of Trustees. Information about the Trustees and the Trust's executive
officers may be found in the Statement of Additional Information under the
heading "Management of the Trust."
Investment Adviser
PIMCO Advisors serves as investment adviser to the Funds pursuant to an
investment advisory agreement with the Trust. PIMCO Advisors is a Delaware
limited partnership organized in 1987. PIMCO Advisors provides investment
management and advisory services to private accounts of institutional and
individual clients and to mutual funds. Total assets under management by PIMCO
Advisors and its subsidiary partnerships as of December 31, 1998 were
approximately $244.2 billion.
The general partners of PIMCO Advisors are PIMCO Partners, G.P. and PIMCO
Advisors Holdings L.P. ("PAH"). PIMCO Partners, G.P. is a general partnership
between PIMCO Holding LLC, a Delaware limited liability company and an
indirect wholly-owned subsidiary of Pacific Life Insurance Company, and PIMCO
Partners LLC, a California limited liability company controlled by the current
Managing Directors and two former Managing Directors of Pacific Investment
Management. PIMCO Partners, G.P. is the sole general partner of PAH. PIMCO
Advisors is governed by a Management Board, which exercises substantially all
of the governance powers of the general partner and serves as the functional
equivalent of a board of directors.
PIMCO Advisors' address is 800 Newport Center Drive, Newport Beach,
California 92660. PIMCO Advisors is registered as an investment adviser with
the SEC. PIMCO Advisors currently has seven subsidiary investment adviser
partnerships, the following six of which manage one or more of the Funds:
Blairlogie, Cadence, Columbus Circle, NFJ, Pacific Investment Management, and
Parametric. [On or about March 31, 1999, it is anticipated that PIMCO Advisors
will sell substantially all of its ownership interest in Blairlogie. See
"Portfolio Managers--Blairlogie" below.]
Under the investment advisory agreement, PIMCO Advisors, subject to the
supervision of the Board of Trustees, is responsible for providing advice and
guidance with respect to the Funds and for managing, either directly or
through others selected by the Adviser, the investment of the Funds. PIMCO
Advisors also furnishes to the Board of Trustees periodic reports on the
investment performance of each Fund.
April , 1999 Prospectus 49
<PAGE>
Portfolio Managers
Pursuant to portfolio management agreements, PIMCO Advisors employs
affiliated firms to serve as Portfolio Managers for the Funds, except that the
PIMCO Equity Advisors Division of PIMCO Advisors (also referred to as a
"Portfolio Manager") manages the Growth, Target, Opportunity and Innovation
Funds. PIMCO Advisors (and not the Funds or the Trust) compensates the
Portfolio Managers it retains from its advisory fee. Each Portfolio Manager
has full investment discretion and makes all determinations with respect to
the investment of a Fund's assets, or, for the Balanced Fund, with respect to
the portion of the Fund's assets allocated to the Portfolio Manager for
investment, and makes all determinations respecting the purchase and sale of a
Fund's securities and other investments. If a separate firm ceases to serve as
Portfolio Manager for a Fund, PIMCO Advisors will either assume full
responsibility for the management of that Fund, or retain a new portfolio
manager subject to the approval of the Trustees and, if required, the Fund's
shareholders.
PIMCO Equity Advisors Division of PIMCO Advisors manages the Growth, Target,
Innovation, and Opportunity Funds. Information about PIMCO Advisors is
provided above under "Investment Adviser."
Kenneth W. Corba, the Chief Investment Officer of the PIMCO Equity Advisors
Division, is primarily responsible for the day-to-day portfolio management of
the Growth and Target Funds. Mr. Corba has 14 years' investment management
experience. Mr. Corba was most recently Chief Investment Officer of Eagle
Asset Management, and prior to that he was a principal and a Senior Vice
President at Stein Roe and Farnham. Mr. Corba received his bachelor's degree
and MBA from the University of Michigan. He is a chartered financial analyst.
Michael F. Gaffney, the Managing Director of the PIMCO Equity Advisors
Division, is primarily responsible for the day-to-day management of the
Opportunity Fund. He has [ ] years' investment management experience. Mr.
Gaffney previously served as a Senior Vice President of Alliance Capital
Management L.P. He received his bachelor's degree from St. John's University
and his MBA from New York University. Dennis P. McKechnie, a Portfolio Manager
at the PIMCO Equity Advisors Division, has primary responsibility for the day-
to-day portfolio management of the Innovation Fund. He previously shared
responsibility for the Fund as a Portfolio Manager at Columbus Circle. Mr.
McKechnie has 8 years' investment management experience. He received his
bachelor's degree from Purdue University and his MBA from Columbia University.
Blairlogie manages the Emerging Markets, International Developed, and
International Funds (the "Blairlogie Funds"). Blairlogie is an investment
management firm, organized as a limited partnership under the laws of the
United Kingdom, with two general partners and one limited partner. The general
partners are PIMCO Advisors, which serves as the supervisory partner, and
Blairlogie Holdings Limited, a wholly owned subsidiary of PIMCO Advisors,
which serves as the managing partner. The limited partner is Blairlogie
Partners L.P., a limited partnership, the general partner of which is Pacific
Asset Management LLC (a subsidiary of Pacific Life Insurance Company), and the
limited partners of which are the principal executive officers of Blairlogie
Capital Management. Blairlogie Capital Management Ltd., the predecessor
investment adviser to Blairlogie, commenced operations in 1992. Accounts
managed by Blairlogie had combined assets as of December 31, 1998 of
approximately $900 million. Blairlogie's address is 4th Floor, 125 Princes
Street, Edinburgh EH2 4AD, Scotland. Blairlogie is registered as an investment
adviser with the SEC in the United States and with the Investment Management
Regulatory Organisation ("IMRO") in the United Kingdom.
James Smith is primarily responsible for the day-to-day management of the
Blairlogie Funds. Mr. Smith is a Managing Director and the Chief Investment
Officer of Blairlogie and is responsible for managing an investment team of
six professionals who, in turn, specialize in selection of stocks within
Europe, Asia, and the Americas, and in currency and derivatives. He previously
served as a Senior Portfolio Manager at Murray Johnstone in Glasgow, Scotland,
responsible for international investment management for North American
clients, and at Schroder Investment Management in
50 PIMCO Funds: Multi-Manager Series
<PAGE>
London. Mr. Smith received his bachelor's degree in Economics from London
University and his MBA from Edinburgh University. He is an Associate of the
Institute of Investment Management and Research.
[It is anticipated that PIMCO Advisors will sell substantially all of its
ownership interest in Blairlogie to Alleghany Asset Management, Inc. on or
about March 31, 1999 (the "Blairlogie Transaction"). The Blairlogie
Transaction is subject to a number of conditions, including approval by the
shareholders of the Emerging Markets and International Developed Funds.
In connection with the anticipated Blairlogie Transaction, it is proposed
that the Emerging Markets and International Developed Funds (the "Transferring
Funds") will transfer all of their assets and liabilities to newly formed
series of Alleghany Funds to be managed by Blairlogie (the proposed
transactions are referred to as "Reorganizations"). The proposed
Reorganizations are subject to a number of conditions, including approval by
the Trust's Board of Trustees and the shareholders of the Transferring Funds.
Subject to the approval of the shareholders of the International Fund, PIMCO
Advisors has determined to continue to retain Blairlogie as the Portfolio
Manager of the Fund subsequent to the Blairlogie Transaction pursuant to a new
portfolio management agreement between PIMCO Advisors and Blairlogie.]
This Prospectus will be supplemented or revised if any of these events
involving Blairlogie and the Blairlogie Funds do not occur substantially in
accordance with the schedule outlined above.
Cadence manages the Capital Appreciation, Mid-Cap Growth, Micro-Cap Growth,
and Small-Cap Growth Funds, as well as a portion of the Common Stock Segment
of the Balanced Fund (the "Cadence Funds"). Cadence is an investment
management firm organized as a general partnership. Cadence has two partners:
PIMCO Advisors as the supervisory partner, and Cadence Capital Management Inc.
as the managing partner. Cadence Capital Management Corporation, the
predecessor investment adviser to Cadence, commenced operations in 1988.
Accounts managed by Cadence had combined assets as of December 31, 1998 of
approximately $7.4 billion. Cadence's address is Exchange Place, 53 State
Street, Boston, Massachusetts 02109. Cadence is registered as an investment
adviser with the SEC.
David B. Breed, William B. Bannick, Katherine A. Burdon, and Peter B.
McManus are primarily responsible for the day-to-day management of the Cadence
Funds. Mr. Breed is a Managing Director, the Chief Executive Officer, and a
founding partner of Cadence, and has 25 years' investment management
experience. He has been the driving force in developing the firm's growth-
oriented stock screening and selection process and has been with Cadence (or
its predecessor) since its inception. Mr. Breed graduated from the University
of Massachusetts and received his MBA from the Wharton School of Business. He
is a Chartered Financial Analyst. Mr. Bannick is a Managing Director and
Executive Vice President of Cadence and has 13 years' investment management
experience. He previously served as Executive Vice President of George D.
Bjurman & Associates and as Supervising Portfolio Manager of Trinity
Investment Management Corporation. Mr. Bannick joined the predecessor of
Cadence in 1992. He graduated from the University of Massachusetts and
received his MBA from Boston University. Mr. Bannick is a Chartered Financial
Analyst. Ms. Burdon is a Managing Director and Portfolio Manager of Cadence
and has 10 years' investment management experience. She previously served as a
Vice President and Portfolio Manager of The Boston Company. Ms. Burdon joined
the predecessor of Cadence in 1993. She graduated from Stanford University and
received a Master of Science degree from Northeastern University. Ms. Burdon
is a Chartered Financial Analyst and Certified Public Accountant. Mr. McManus
is Director of Fund Management of Cadence and has 21 years' investment
management experience. He previously served as a Vice President of Bank of
Boston. Mr. McManus joined Cadence in 1994. He graduated from the University
of Massachusetts, and he is certified as a Financial Planner.
April , 1999 Prospectus 51
<PAGE>
Columbus Circle manages the Renaissance, Core Equity, Mid-Cap Equity, and
International Growth Funds (the "Columbus Circle Funds"). Columbus Circle is
an investment management firm organized as a general partnership. Columbus
Circle has two partners: PIMCO Advisors as the supervisory partner, and
Columbus Circle Investors Management Inc. as the managing partner. Columbus
Circle Investors Division of Thomson Advisory Group L.P. ("TAG"), the
predecessor investment adviser to Columbus Circle, commenced operations in
1975. Accounts managed by Columbus Circle had combined assets as of December
31, 1998 of approximately $9.6 billion. Columbus Circle's address is Metro
Center, One Station Place, 8th Floor, Stamford, Connecticut 06902. Columbus
Circle is registered as an investment adviser with the SEC.
At the center of Columbus Circle's equity investment strategy is its theory
of Positive Momentum & Positive Surprise. This theory asserts that a good
company doing better than generally expected will experience a rise in its
stock price. And, conversely, a company falling short of expectations will
experience a drop in its stock price. Based on this theory, Columbus Circle
attempts to manage the Columbus Circle Funds with a view to investing in
growing companies that are surprising the market with business results that
are better than anticipated.
Investment decisions made by Columbus Circle are generally made by one or
more committees, although the following individuals have primary
responsibility for the noted Columbus Circle Funds. Clifford G. Fox is
primarily responsible for the day-to-day management of the Renaissance and
International Growth Funds. Mr. Fox, a Managing Director of Columbus Circle,
has 17 years of investment management experience. He received his bachelor's
degree from the University of Pennsylvania and his MBA from New York
University, and he is a Chartered Financial Analyst. Anthony Rizza is
primarily responsible for the day-to-day management of the Core Equity Fund.
Mr. Rizza, a Managing Director of Columbus Circle, has 12 years of investment
management experience. He received his bachelor's degree from the University
of Connecticut, and he is a Chartered Financial Analyst. Amy H. Hogan is
primarily responsible for the day-to-day management of the Mid-Cap Equity
Fund. Ms. Hogan, a Managing Director of Columbus Circle, has 13 years of
investment management experience. She received her bachelor's degree and MBA
from the University of Wisconsin, and she is a Chartered Financial Analyst.
NFJ manages the Equity Income, Value, Value 25, and Small-Cap Value Funds,
as well as a portion of the Common Stock Segment of the Balanced Fund. NFJ is
an investment management firm organized as a general partnership. NFJ has two
partners: PIMCO Advisors as the supervisory partner, and NFJ Management Inc.
as the managing partner. NFJ Investment Group, Inc., the predecessor
investment adviser to NFJ, commenced operations in 1989. Accounts managed by
NFJ had combined assets as of December 31, 1998 of approximately $2.4 billion.
NFJ's address is 2121 San Jacinto, Suite 1840, Dallas, Texas 75201. NFJ is
registered as an investment adviser with the SEC.
Chris Najork and Benjamin Fischer are responsible for the day-to-day
management of the Equity Income Fund, and the portion of the Common Stock
Segment of the Balanced Fund allocated to NFJ. Mr. Najork is a Managing
Director and a founding partner of NFJ and has 30 years' experience
encompassing equity research and portfolio management. He received his
bachelor's degree and MBA from Southern Methodist University, and he is a
Chartered Financial Analyst. Mr. Fischer is a Managing Director and a founding
partner of NFJ and has 32 years' experience encompassing equity research and
portfolio management. He received his bachelor's degree from Oklahoma
University and his MBA from the New York University Graduate School of
Business. He is a Chartered Financial Analyst. Messrs. Najork, Fischer and
Paul A. Magnuson are primarily responsible for the day-to-day management of
the Value Fund and the Small-Cap Value Fund. Mr. Magnuson, a research analyst
at NFJ, has 13 years' experience in equity research and portfolio management.
He received his bachelor's degree in Finance from the University of Nebraska-
Lincoln. Messrs. Najork, Fischer, and Cliff Hoover are primarily responsible
for the day-to-day management of the Value 25 Fund. Mr. Hoover is a principal
at NFJ and has 24 years' experience in portfolio management and banking. He
received his bachelor's degree and MBA from Texas Tech University. He is a
Chartered Financial Analyst.
PIMCO Funds: Multi-Manager Series
<PAGE>
Pacific Investment Management manages the Fixed Income Securities Segment of
the Balanced Fund. Pacific Investment Management is an investment management
firm organized as a general partnership. Pacific Investment Management has two
partners: PIMCO Advisors as the supervisory partner, and PIMCO Management,
Inc. as the managing partner. Pacific Investment Management Company, the
predecessor investment adviser to Pacific Investment Management, commenced
operations in 1971. Pacific Investment Management had approximately $157.7
billion of assets under management as of December 31, 1998. Pacific Investment
Management's address is 840 Newport Center Drive, Suite 300, Newport Beach,
California 92660. Pacific Investment Management is registered as an investment
adviser with the SEC and as a commodity trading advisor with the CFTC.
William H. Gross is responsible for the day-to-day management of the Fixed
Income Securities Segment of the Balanced Fund. Mr. Gross is a founder and a
Managing Director of Pacific Investment Management and has been associated
with Pacific Investment Management or its predecessor for more than 28 years.
He has extensive investment experience in both credit research and fixed
income portfolio management. He received his bachelor's degree from Duke
University and his MBA from UCLA Graduate School of Business. Mr. Gross is a
Chartered Financial Analyst and a member of The Los Angeles Society of
Financial Analysts.
Parametric manages the Enhanced Equity, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets, and Tax-Efficient Equity Funds (the
"Parametric Funds"). Parametric is an investment management firm organized as
a general partnership. Parametric has two partners: PIMCO Advisors as the
supervisory partner, and Parametric Management Inc. as the managing partner.
Parametric Portfolio Associates, Inc., the predecessor investment adviser to
Parametric, commenced operations in 1987. Accounts managed by Parametric had
combined assets as of December 31, 1998 of approximately $3.4 billion.
Parametric's address is 7310 Columbia Center, 701 Fifth Avenue, Seattle,
Washington 98104-7090. Parametric is registered as an investment adviser with
the SEC and as a commodity trading advisor with the CFTC.
David Stein, Tom Seto, and Cliff Quisenberry are primarily responsible for
the day-to-day management of the Parametric Funds. Mr. Stein is a Managing
Director of Parametric and has been associated with Parametric since June,
1996. He also directs research and product development for Parametric. Mr.
Stein graduated with bachelor's and master's degrees in Applied Mathematics
from the University of Witwatersrand, South Africa, and received a Ph.D. in
Applied Mathematics from Harvard University. Prior to joining Parametric, Mr.
Stein served as the Director of Investment Research at GTE Investment
Management, Director of Active Equity Strategies at the Vanguard Group, and
Director of Quantitative Portfolio Management and Research at IBM. Mr. Seto is
a Vice President of Parametric and has 7 years of experience in managing
structured equity portfolios. Prior to joining Parametric, he served as the
Head of U.S. Equity Index Investments at Barclays Global Investors. Mr. Seto
graduated from the University of Washington with a bachelor's degree in
Electrical Engineering, and from the University of Chicago with an MBA in
Finance. Mr. Quisenberry, a Vice President of Parametric, has 9 years'
experience as a Portfolio Manager and has been with Parametric since 1994. He
previously served as a Vice President and Portfolio Manager at Cutler & Co.,
and as a Security Analyst and Portfolio Manager at Fred Alger Management.
Mr. Quisenberry graduated from Yale University with a bachelor's degree in
Economics. He is a Chartered Financial Analyst.
Registration as an investment adviser with the SEC does not involve
supervision by the SEC over investment advice, and registration with the CFTC
as a commodity trading adviser does not involve supervision by the CFTC over
commodities trading. The portfolio management agreements are not exclusive,
and Blairlogie, Cadence, Columbus Circle, NFJ, Parametric, and Pacific
Investment Management may provide, and currently are providing, investment
management services to other clients, including other investment companies.
April , 1999 Prospectus 53
<PAGE>
Fund Administrator
PIMCO Advisors also serves as administrator (the "Administrator") for the
Funds' Institutional Class and Administrative Class shares pursuant to an
administration agreement with the Trust. The Administrator provides or
procures administrative services for Institutional Class and Administrative
Class shareholders of the Funds, which include clerical help and accounting,
bookkeeping, internal audit services and certain other services required by
the Funds, and preparation of reports to the Funds' shareholders and
regulatory filings. The Administrator has retained Pacific Investment
Management to provide such services as sub-administrator. The Administrator
and/or the sub-administrator may also retain other affiliates to provide
certain of these services. In addition, the Administrator, at its own expense,
arranges for the provision of legal, audit, custody, transfer agency
(including sub-transfer agency and other administrative services) and other
services necessary for the ordinary operation of the Funds, and is responsible
for the costs of registration of the Trust's shares and the printing of
prospectuses and shareholder reports for current shareholders.
The Funds (and not the Administrator) are responsible for the following
expenses: (i) salaries and other compensation of any of the Trust's executive
officers and employees who are not officers, directors, stockholders, or
employees of PIMCO Advisors, Pacific Investment Management, or their
subsidiaries or affiliates; (ii) taxes and governmental fees; (iii) brokerage
fees and commissions and other portfolio transaction expenses; (iv) the costs
of borrowing money, including interest expenses; (v) fees and expenses of the
Trustees who are not "interested persons" of the Adviser, any Portfolio
Manager, or the Trust, and any counsel retained exclusively for their benefit;
(vi) extraordinary expenses, including costs of litigation and indemnification
expenses; (vii) expenses which are capitalized in accordance with generally
accepted accounting principles; and (viii) any expenses allocated or allocable
to a specific class of shares, which include service and/or distribution fees
payable with respect to the Administrative Class shares, and may include
certain other expenses as permitted by the Trust's Multiple Class Plan adopted
pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the "1940
Act"), subject to review and approval by the Trustees.
Advisory and Administrative Fees
The Funds feature fixed advisory and administrative fees. For providing or
arranging for the provision of investment advisory services to the Funds as
described above, PIMCO Advisors receives monthly fees from each Fund at an
annual rate based on the average daily net assets of the Fund as follows:
<TABLE>
<CAPTION>
Advisory
Fund Fee Rate
---- --------
<S> <C>
Capital Appreciation, Mid-Cap Growth, Equity Income, Value,
Enhanced Equity, Structured Emerging Markets, Tax-Efficient
Structured Emerging Markets, Tax-Efficient Equity, and
Balanced Funds................................................... .45%
Growth and Value 25 Funds......................................... .50%
Target and International Funds.................................... .55%
Core Equity Fund.................................................. .57%
International Developed, Renaissance, and Small-Cap Value Funds... .60%
Mid-Cap Equity Fund............................................... .63%
Opportunity and Innovation Funds.................................. .65%
Emerging Markets and International Growth Funds................... .85%
Small-Cap Growth Fund............................................. 1.00%
Micro-Cap Growth Fund............................................. 1.25%
</TABLE>
54 PIMCO Funds: Multi-Manager Series
<PAGE>
For providing or procuring administrative services for the Funds as
described above, the Administrator receives monthly fees from each Fund at an
annual rate based on the average daily net assets attributable in the
aggregate to the Fund's Institutional Class and Administrative Class shares as
follows:
<TABLE>
<CAPTION>
Administrative
Fund Fee Rate
---- --------------
<S> <C>
Emerging Markets, International Developed, International,
International Growth, Structured Emerging Markets, and
Tax-Efficient Structured Emerging Markets Funds............. .50%
All Other Funds.............................................. .25%
</TABLE>
The investment advisory, administration, and sub-administration agreements
for the Funds may be terminated by the Trustees, PIMCO Advisors or Pacific
Investment Management (as the case may be) on 60 days' written notice. In
addition, these agreements may be terminated with regard to the Growth,
Target, Opportunity, Innovation, International and Renaissance Funds by a
majority of the Trustees that are not interested persons of the Trust, PIMCO
Advisors, or Pacific Investment Management (as the case may be), on 60 days'
written notice. Following their initial terms, the agreements will continue
from year to year if approved by the Trustees.
Pursuant to the portfolio management agreements between the Adviser and the
Portfolio Managers listed below, PIMCO Advisors (and not the Funds or the
Trust) pays each Portfolio Manager a fee based on a percentage of the average
daily net assets of the noted Funds as follows: Blairlogie--.40% for the
International Fund, .50% for the International Developed Fund, and .75% for
the Emerging Markets Fund; Cadence--.35% for the Capital Appreciation Fund,
.35% for the Mid-Cap Growth Fund, .35% for the portion of the Common Stock
Segment of the Balanced Fund allocated to Cadence, .90% for the Small-Cap
Growth Fund, and 1.15% for the Micro-Cap Growth Fund; Columbus Circle--.38%
for the Renaissance Fund, .47% for the Core Equity Fund, .53% for the Mid-Cap
Equity Fund, and .75% for the International Growth Fund; NFJ--.35% for the
Equity Income Fund, .35% for the Value Fund, .35% for the portion of the
Common Stock Segment of the Balanced Fund allocated to NFJ, .40% for the Value
25 Fund, and .50% for the Small-Cap Value Fund; Pacific Investment
Management--.25% for the Fixed Income Securities Segment of the Balanced Fund;
and Parametric--.35% for the Enhanced Equity Fund, .35% for the Structured
Emerging Markets Fund, .35% for the Tax-Efficient Structured Emerging Markets
Fund, and .35% for the Tax-Efficient Equity Fund. PIMCO Advisors does not
retain a separate firm to serve as Portfolio Manager for the Growth, Target,
Opportunity, and Innovation Funds and retains all of the advisory fees it
earns from those Funds.
Service and Distribution Fees
The Trust has adopted an Administrative Services Plan and a Distribution
Plan (the "Plans") with respect to the Administrative Class shares of each
Fund except for the Emerging Markets, Capital Appreciation, and Small-Cap
Growth Funds, for which the Trust has adopted only an Administrative Services
Plan. Under the terms of the Plans, the Trust is permitted to reimburse, out
of the Administrative Class assets of each Fund, in an amount up to .25% on an
annual basis of the average daily net assets of that class, financial
intermediaries that provide services in connection with the distribution and
marketing of shares and/or the provision of certain shareholder services (in
the case of the Distribution Plan) or the administration of plans or programs
that use Fund shares as their funding medium (in the case of the
Administrative Services Plan), and to reimburse certain other related
expenses. Total reimbursements under the Plans may be paid in an amount up to
.25% on an annual basis of the average daily net assets attributable to the
Administrative Class shares of each Fund. The same entity may not receive both
distribution and administrative services fees with respect to the same assets
but may with respect to separate assets receive fees under each Plan. Fees
paid pursuant to either Plan may be paid for shareholder services and the
maintenance of accounts, and therefore may constitute "service fees" for
April , 1999 Prospectus 55
<PAGE>
purposes of applicable rules of the National Association of Securities
Dealers, Inc. Each Plan has been adopted in accordance with the requirements
of Rule 12b-1 under the 1940 Act and will be administered in accordance with
the provisions of that rule, except that shareholders will not have the voting
rights set forth in Rule 12b-1 with respect to the Administrative Services
Plan that they will have with respect to the Distribution Plan. For more
complete disclosure regarding the Plans and their terms, see the Statement of
Additional Information.
Institutional and Administrative Class shares of the Trust may also be
offered through certain brokers and financial intermediaries ("service
agents") that have established a shareholder servicing relationship with the
Trust on behalf of their customers. The Trust pays no compensation to such
entities other than service fees paid with respect to Administrative Class
shares. Service agents may impose additional or different conditions on the
purchase or redemption of Fund shares by their customers and may charge their
customers transaction or other account fees on the purchase and redemption of
Fund shares. Each service agent is responsible for transmitting to its
customers a schedule of any such fees and information regarding any additional
or different conditions regarding purchases and redemptions. Shareholders who
are customers of service agents should consult their service agents for
information regarding these fees and conditions.
Distributor
Shares of the Trust are distributed through PIMCO Funds Distributors LLC
(the "Distributor"), a wholly owned subsidiary of PIMCO Advisors. The
Distributor, located at 2187 Atlantic Street, Stamford, Connecticut 06902, is
a broker-dealer registered with the SEC.
PURCHASE OF SHARES
With certain exceptions, each Fund may offer its shares in up to six
classes: Institutional Class, Administrative Class, Class A, Class B, Class C,
and Class D. This Prospectus relates only to the Institutional Class shares
and Administrative Class shares of the Funds. For information regarding Class
A, Class B, Class C, and Class D shares, see "Other Information--Multiple
Classes of Shares" below.
Shares of the Institutional Class are offered primarily for direct
investment by investors such as pension and profit sharing plans, employee
benefit trusts, endowments, foundations, corporations, and high net worth
individuals (Institutional Class shares may also be offered through certain
financial intermediaries that charge their customers transaction or other fees
with respect to their customers' investments in the Funds). Shares of the
Administrative Class are offered primarily through employee benefit plan
alliances, broker-dealers, and other intermediaries, and each Fund pays
service and/or distribution fees to such entities for services they provide to
shareholders of that class.
Except as described below under "Fund Reimbursement Fees," shares of either
the Institutional Class or the Administrative Class of the Funds may be
purchased at the relevant net asset value of that class without a sales charge
or other fee. The minimum initial investment for shares of either class is $5
million, except that the minimum initial investment for a registered
investment adviser purchasing Institutional Class shares for its clients
through omnibus accounts is $250,000 per Fund. Shares may also be offered to
clients of Blairlogie, Cadence, Columbus Circle, NFJ, Pacific Investment
Management, Parametric, and their affiliates, and to the benefit plans of
PIMCO Advisors and its affiliates. In addition, the minimum initial investment
does not apply to shares of the Institutional Class offered through fee-based
programs sponsored and maintained by a registered broker-dealer and approved
by the Distributor pursuant to which each investor pays an asset based fee at
an annual rate of at least .50% of the assets in the account to a financial
intermediary for investment advisory and/or administrative services.
56 PIMCO Funds: Multi-Manager Series
<PAGE>
Pension and profit-sharing plans, employee benefit trusts and employee
benefit plan alliances and "wrap account" programs established with broker-
dealers or financial intermediaries may purchase shares of either class only
if the plan or program for which the shares are being acquired will maintain
an omnibus or pooled account for each Fund and will not require a Fund to pay
any type of administrative payment per participant account to any third party.
The investment minimums discussed in this section and the limitations set
forth in "Investment Limitations" below do not apply to participants in PIMCO
Advisors Portfolio Strategies, a managed product sponsored by PIMCO Advisors.
Initial Investment
An account may be opened by completing and signing a Client Registration
Application and mailing it to PIMCO Funds at the following address: 840
Newport Center Drive, Suite 300, Newport Beach, California 92660. A Client
Registration Application may be obtained by calling 1-800-800-0952.
Except as provided below, purchases of Institutional Class and
Administrative Class shares can only be made by wiring federal funds to
Investors Fiduciary Trust Company (the "Transfer Agent"), 801 Pennsylvania,
Kansas City, Missouri 64105. Before wiring federal funds, the investor must
first telephone the Trust at 1-800-927-4648 to receive instructions for wire
transfer, and the following information will be requested: name of authorized
person; shareholder name; shareholder account number; name of Fund and share
class; amount being wired; and wiring bank name.
Shares may be purchased without first wiring federal funds if the proceeds
of the investment are derived from an advisory account maintained by the
investor with PIMCO Advisors or one of its affiliates; from surrender or other
payment from an annuity, insurance, or other contract held by Pacific Life
Insurance Company; or from an investment by broker-dealers, institutional
clients or other financial intermediaries which have established a shareholder
servicing relationship with the Trust on behalf of their customers.
A purchase order, together with payment in proper form, received by the
Transfer Agent prior to the close of regular trading (normally 4:00 p.m.,
Eastern time) on the New York Stock Exchange (the "Exchange"), on a day the
Trust is open for business, will be effected at that day's net asset value. An
order received after the close of regular trading on the Exchange will be
effected at the net asset value determined on the next business day. However,
orders received by certain retirement plans and other financial intermediaries
on a business day prior to the close of regular trading on the Exchange and
communicated to the Transfer Agent prior to 9:00 a.m., Eastern time, on the
following business day will be effected at the net asset value determined on
the prior business day. The Trust is "open for business" on each day the
Exchange is open for trading, which excludes the following holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Purchase orders will be accepted only on days on which the Trust is open for
business.
Additional Investments
Additional investments may be made at any time at the relevant net asset
value for the particular class by calling the Trust and wiring federal funds
to the Transfer Agent as outlined above.
Fund Reimbursement Fees
Investors in Institutional Class and Administrative Class shares of the
Structured Emerging Markets and Tax-Efficient Structured Emerging Markets
Funds are subject to a fee ("Fund Reimbursement Fee"), both at the time of
purchase and at the time of redemption, equal to 1.00% of the net asset value
of the shares purchased or redeemed. Fund Reimbursement
April , 1999 Prospectus 57
<PAGE>
Fees are deducted automatically from the amount invested or the amount to be
received in connection with a redemption; the fees are not paid separately.
Fund Reimbursement Fees are paid to and retained by the Funds to defray
certain costs described below and no portion of such fees are paid to or
retained by the Adviser, the Distributor, or the Portfolio Manager. Fund
Reimbursement Fees are not sales loads or contingent deferred sales charges.
Reinvestment of dividends and capital gains distributions paid to shareholders
by the Funds are not subject to Fund Reimbursement Fees, but redemptions of
shares acquired by such reinvestments are subject to Fund Reimbursement Fees.
The purpose of Fund Reimbursement Fees is to defray the costs associated
with investing the proceeds of the sale of shares to investors (in the case of
purchases) or the costs associated with the sale of portfolio securities to
satisfy redemption requests (in the case of redemptions), thus insulating
existing shareholders from such costs. The amount of a Fund Reimbursement Fee
represents the Portfolio Manager's estimate of the costs reasonably
anticipated to be incurred by the Funds in connection with the purchase or
sale of portfolio securities, including international stocks, associated with
an investor's purchase or redemption proceeds. These costs include brokerage
costs, market impact costs (i.e., the increase in market prices which may
result when a Fund purchases or sells thinly traded stocks), and the effect of
"bid/asked" spreads in international markets. Transaction costs incurred when
purchasing or selling stocks of companies in foreign countries, and
particularly emerging market countries, may be significantly higher than those
in more developed countries. This is due, in part, to less competition among
brokers, underutilization of technology on the part of foreign exchanges and
brokers, the lack of less expensive investment options (such as derivative
instruments), and lower levels of liquidity in foreign and underdeveloped
markets.
On July 1, 1998, the Structured Emerging Markets and Tax-Efficient
Structured Emerging Markets Funds commenced investment operations immediately
following a transaction (the "Transaction") in which each Fund issued
Institutional Class shares to unit holders of the Parametric Portfolio
Associates Emerging Markets Trust, a separate account managed by Parametric
(the "EM Trust"), in exchange for the EM Trust's assets. The EM Trust's unit
holders were divided into two categories: participants who pay taxes ("Taxable
Participants") and participants that are non-taxable entities ("Non-Taxable
Participants"; together with the Taxable Participants, the "Participants").
Assets in the EM Trust equal in value to the value of the Taxable
Participants' participation in the EM Trust were transferred to the Tax-
Efficient Structured Emerging Markets Fund in exchange for Institutional Class
shares of that Fund. Assets in the EM Trust equal in value to the value of the
Non-Taxable Participants' participation in the EM Trust were transferred to
the Structured Emerging Markets Fund in exchange for Institutional Class
shares of that Fund. The Participants' interests in the EM Trust were then
terminated and Institutional Class shares of the Tax-Efficient Structured
Emerging Markets Fund were distributed to the Taxable Participants and
Institutional Class shares of the Structured Emerging Markets Fund were
distributed to the Non-Taxable Participants, in each case in proportion to
each Participant's interest in the EM Trust. After the completion of the
Transaction, the portfolio securities which were owned by the EM Trust became
portfolio securities of the Funds (allocated to the Funds on a substantially
pro-rata basis), to be held or sold as Parametric deems appropriate.
Portfolio securities transferred to the Funds pursuant to the Transaction
will have the same tax basis as they had when held by the EM Trust. Such
securities have "built-in" capital gains if their market value at the time of
the Transaction was greater than their tax basis (other securities may have
"built-in" capital losses for tax purposes if their market value at the time
of the Transaction was less than their tax basis). Built-in capital gains
realized upon the disposition of these securities will be distributed to all
Fund shareholders who are shareholders of record on the record date for the
distribution, even if such shareholders were not Participants in the EM Trust
prior to the Transaction. This means that investors purchasing Fund shares
after the date of this Prospectus may be required to pay taxes on
distributions that economically represent a return of a portion of the amount
invested. For further information, see "Dividends, Distributions and Taxes"
below and "Taxation--Distributions" in the Statement of Additional
Information.
58 PIMCO Funds: Multi-Manager Series
<PAGE>
In connection with the Transaction, the Participants in the EM Trust will
not be subject to Fund Reimbursement Fees with respect to any shares of these
Funds they acquired through June 30, 1998, and will not be subject to Fund
Reimbursement Fees upon the subsequent redemption (including any redemption in
connection with an exchange) of any shares acquired by any such Participant
through June 30, 1998. Such Participants will be subject to such Fund
Reimbursement Fees to the same extent as any other shareholder on any shares
of either Fund acquired (whether by reinvestment of dividends or capital gain
distributions or otherwise) after June 30, 1998.
Other Purchase Information
Purchases of a Fund's Institutional Class and Administrative Class shares
will be made in full and fractional shares. In the interest of economy and
convenience, certificates for shares will not be issued.
The Trust and the Distributor each reserves the right, in its sole
discretion, to suspend the offering of shares of the Funds or to reject any
purchase order, in whole or in part, when, in the judgment of management, such
suspension or rejection is in the best interests of the Trust. The Trust and
the Distributor may also waive the minimum initial investment for certain
investors.
Purchases and sales should be made for long-term investment purposes only.
The Trust and Adviser each reserves the right to restrict purchases of Fund
shares (including exchanges) when a pattern of frequent purchases and sales
made in response to short-term fluctuations in share price appears evident.
Institutional Class and Administrative Class shares of the Trust are not
qualified or registered for sale in all states. Prospective investors should
inquire as to whether shares of a particular Fund are available for offer and
sale in their state of residence. Shares of the Trust may not be offered or
sold in any state unless registered or qualified in that jurisdiction or
unless an exemption from registration or qualification is available.
Investors may, subject to the approval of the Trust, purchase shares of a
Fund with liquid securities that are eligible for purchase by the Fund
(consistent with such Fund's investment policies and restrictions) and that
have a value that is readily ascertainable in accordance with the Trust's
valuation policies. These transactions will be effected only if the Portfolio
Manager intends to retain the security in the Fund as an investment. Assets so
purchased by a Fund will be valued in generally the same manner as they would
be valued for purposes of pricing the Fund's shares, if such assets were
included in the Fund's assets at the time of purchase. The Trust reserves the
right to amend or terminate this practice at any time.
Investment Limitations
Shares of the Micro-Cap Growth and Small-Cap Growth Funds are normally not
available for purchase by new investors, although purchase orders may be
accepted in certain circumstances. Existing shareholders may continue to
invest in these Funds. These restrictions may be changed or eliminated at any
time at the discretion of the Trust's Board of Trustees. [Also, it is
anticipated that the Emerging Markets and International Developed Funds will
reorganize as series of another mutual fund family on or about March 31, 1999
and thereafter would not be available for purchase from the Trust. See
"Management of the Trust--Portfolio Managers--Blairlogie."]
Retirement Plans
Shares of the Funds are available for purchase by retirement and savings
plans, including Keogh plans, 401(k) plans, 403(b) custodial accounts, and
Individual Retirement Accounts. The administrator of a plan or employee
benefits office can provide participants or employees with detailed
information on how to participate in the plan and how to elect a
April , 1999 Prospectus 59
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Fund as an investment option. Participants in a retirement or savings plan may
be permitted to elect different investment options, alter the amounts
contributed to the plan, or change how contributions are allocated among
investment options in accordance with the plan's specific provisions. The plan
administrator or employee benefits office should be consulted for details. For
questions about participant accounts, participants should contact their
employee benefits office, the plan administrator, or the organization that
provides recordkeeping services for the plan. Investors who purchase shares
through retirement plans should be aware that plan administrators may
aggregate purchase and redemption orders for participants in the plan.
Therefore, there may be a delay between the time the investor places an order
with the plan administrator and the time the order is forwarded to the
Transfer Agent for execution.
REDEMPTION OF SHARES
Redemptions by Mail
Institutional Class and Administrative Class shares may be redeemed by
submitting a written request to PIMCO Funds, 840 Newport Center Drive, Suite
300, Newport Beach, California 92660, stating the Fund from which the shares
are to be redeemed, the class of shares, the number or dollar amount of the
shares to be redeemed and the account number. The request must be signed
exactly as the names of the registered owners appear on the Trust's account
records, and the request must be signed by the minimum number of persons
designated on the Client Registration Application that are required to effect
a redemption.
Redemptions by Telephone or Other Wire Communication
If an election is made on the Client Registration Application (or
subsequently in writing), redemptions of shares may be requested by calling
the Trust at 1-800-927-4648, by sending a facsimile to 1-949-760-4456, or by
other means of wire communication. Investors should state the Fund and class
from which the shares are to be redeemed, the number or dollar amount of the
shares to be redeemed and the account number. Redemption requests of an amount
of $10 million or more may be initiated by telephone, but must be confirmed in
writing by an authorized party prior to processing.
In electing a telephone redemption, the investor authorizes Pacific
Investment Management and the Transfer Agent to act on telephone instructions
from any person representing himself to be the investor, and reasonably
believed by Pacific Investment Management and the Transfer Agent to be
genuine. Neither the Trust nor its Transfer Agent may be liable for any loss,
cost or expense for acting on instructions (whether in writing or by
telephone) believed by the party receiving such instructions to be genuine and
in accordance with the procedures described in this Prospectus. Shareholders
should realize that by electing the telephone or wire redemption option, they
may be giving up a measure of security that they might have if they were to
redeem their shares in writing. Furthermore, interruptions in telephone
service may mean that a shareholder will be unable to effect a redemption by
telephone when desired. The Transfer Agent also provides written confirmation
of transactions initiated by telephone as a procedure designed to confirm that
telephone instructions are genuine (written confirmation is also provided for
redemption requests received in writing). All telephone transactions are
recorded, and Pacific Investment Management or the Transfer Agent may request
certain information in order to verify that the person giving instructions is
authorized to do so. If the Trust or Transfer Agent fails to employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
it may be liable for any losses due to unauthorized or fraudulent telephone
transactions. All redemptions, whether initiated by letter or telephone, will
be processed in a timely manner, and proceeds will be forwarded by wire in
accordance with the redemption policies of the Trust detailed below. See
"Redemption of Shares--Other Redemption Information."
60 PIMCO Funds: Multi-Manager Series
<PAGE>
Shareholders may decline telephone exchange or redemption privileges after
an account is opened by instructing the Transfer Agent in writing at least
seven business days prior to the date the instruction is to be effective.
Shareholders may experience delays in exercising telephone redemption
privileges during periods of abnormal market activity. During periods of
volatile economic or market conditions, shareholders may wish to consider
transmitting redemption orders by telegram, facsimile or overnight courier.
Defined contribution plan participants may request redemptions by contacting
the employee benefits office, the plan administrator or the organization that
provides recordkeeping services for the plan.
Other Redemption Information
Redemption requests for Fund shares are effected at the net asset value per
share next determined after receipt in good order of the redemption request by
the Trust or its designee. A redemption request received by the Trust or its
designee prior to the close of regular trading on the Exchange (normally 4:00
p.m., Eastern time), on a day the Trust is open for business, is effective on
that day. A redemption request received after that time becomes effective on
the next business day.
Unless eligible for a waiver, shareholders of the Structured Emerging
Markets and Tax-Efficient Structured Emerging Markets Funds who redeem their
shares will pay a Fund Reimbursement Fee equal to 1.00% of the net asset value
of the shares redeemed. See "Purchase of Shares--Fund Reimbursement Fees."
Payment of the redemption price will ordinarily be wired to the investor's
bank within three business days after the redemption request, but may take up
to seven business days. Redemption proceeds will be sent by wire only to the
bank name designated on the Client Registration Application. The Trust may
suspend the right of redemption or postpone the payment date at times when the
Exchange is closed, or during certain other periods as permitted under the
federal securities laws.
For shareholder protection, a request to change information contained in an
account registration (for example, a request to change the bank designated to
receive wire redemption proceeds) must be received in writing, signed by the
minimum number of persons designated on the Client Registration Application
that are required to effect a redemption, and accompanied by a signature
guarantee from any eligible guarantor institution, as determined in accordance
with the Trust's procedures. Shareholders should inquire as to whether a
particular institution is an eligible guarantor institution. A signature
guarantee cannot be provided by a notary public. In addition, corporations,
trusts, and other institutional organizations are required to furnish evidence
of the authority of the persons designated on the Client Registration
Application to effect transactions for the organization.
Due to the relatively high cost of maintaining small accounts, the Trust
reserves the right to redeem Institutional Class and Administrative Class
shares in any account for their then-current value (which will be promptly
paid to the investor) if at any time, due to redemption by the investor, the
shares in the account do not have a value of at least $100,000. A shareholder
will receive advance notice of a mandatory redemption and will be given at
least 30 days to bring the value of its account up to at least $100,000. This
mandatory redemption policy does not apply to participants in PIMCO Advisors
Portfolio Strategies, a managed product sponsored by PIMCO Advisors.
The Trust agrees to redeem shares of each Fund solely in cash up to the
lesser of $250,000 or 1% of the Fund's net assets during any 90-day period for
any one shareholder. In consideration of the best interests of the remaining
shareholders, the Trust reserves the right to pay any redemption proceeds
exceeding this amount in whole or in part by a distribution in kind of
securities held by a Fund in lieu of cash. Except for Funds with a tax-
efficient management strategy,
April , 1999 Prospectus 61
<PAGE>
it is highly unlikely that shares would ever be redeemed in kind. When shares
are redeemed in kind, the redeeming shareholder should expect to incur
transaction costs upon the disposition of the securities received in the
distribution.
Exchange Privilege
Shares of a Fund may be exchanged for shares of the same class of any other
Fund or other series of the Trust based on the respective net asset values of
the shares involved. An exchange may be made by following the redemption
procedure described above under "Redemptions by Mail" or, if the telephone
redemption option has been elected, by calling the Trust at 1-800-927-4648.
Shares of a Fund may also be exchanged for shares of the same class of a
series of PIMCO Funds: Pacific Investment Management Series, an affiliated
mutual fund family composed primarily of fixed income portfolios managed by
Pacific Investment Management. Shareholders interested in such an exchange may
request a prospectus for these other series by contacting PIMCO Funds: Pacific
Investment Management Series at the same address and telephone number as the
Trust.
Unless eligible for a waiver, shareholders who exchange their Institutional
Class or Administrative Class shares of any PIMCO Fund for the same class of
shares of the Structured Emerging Markets Fund or Tax-Efficient Structured
Emerging Markets Fund will be subject to a Fund Reimbursement Fee of 1.00% of
the net asset value of the shares of these Funds acquired in connection with
the exchange. Also, shareholders who exchange their shares of the Structured
Emerging Markets Fund or Tax-Efficient Structured Emerging Markets Fund for
shares of any other PIMCO Fund will be subject to a Fund Reimbursement Fee of
1.00% of the net asset value of the shares of these Funds redeemed in
connection with the exchange. See "Purchase of Shares--Fund Reimbursement
Fees."
Exchanges may be made only with respect to Funds or other eligible series
that are registered in the state of residence of the investor or where an
exemption from registration is available. An exchange order is treated the
same for tax purposes as a redemption followed by a purchase and may result in
a capital gain or loss, and special rules may apply in computing tax basis
when determining gain or loss. See "Taxation" in the Statement of Additional
Information.
[It is anticipated that the Emerging Markets and International Developed
Funds will reorganize as series of another mutual fund family on or about
March 31, 1999 and thereafter would not be eligible for exchanges involving
other PIMCO Funds. See "Management of the Trust--Portfolio Managers--
Blairlogie."]
The Trust reserves the right to refuse exchange purchases if, in the
judgment of the Adviser, the purchase would adversely affect a Fund and its
shareholders. In particular, a pattern of exchanges characteristic of "market-
timing" strategies may be deemed by the Adviser to be detrimental to the Trust
or a particular Fund. Currently, the Trust limits the number of "round trip"
exchanges an investor may make. An investor makes a "round trip" exchange when
the investor purchases shares of a particular Fund, subsequently exchanges
those shares for shares of a different Fund, and then exchanges back into the
originally purchased Fund. The Trust has the right to refuse any exchange for
any investor who completes (by making the exchange back into the shares of the
originally purchased Fund) more than six round trip exchanges in any twelve-
month period. Although the Trust will attempt to give shareholders prior
notice whenever it is reasonably able to do so, it may impose additional
restrictions on exchanges at any time.
PORTFOLIO TRANSACTIONS
The Adviser or, pursuant to the portfolio management agreements, a Portfolio
Manager, places orders for the purchase and sale of portfolio investments for
a Fund's accounts with brokers or dealers selected by it in its discretion. In
effecting purchases and sales of portfolio securities for the accounts of the
Funds, the Adviser and the Portfolio Managers
62 PIMCO Funds: Multi-Manager Series
<PAGE>
will seek the best price and execution of the Funds' orders. In doing so, a
Fund may pay higher commission rates than the lowest available when the
Adviser or Portfolio Manager believes it is reasonable to do so in light of
the value of the brokerage and research services provided by the broker
effecting the transaction. The Adviser and Portfolio Managers also may
consider sales of shares of the Trust as a factor in the selection of broker-
dealers to execute portfolio transactions for the Trust.
Some securities considered for investment by the Funds may also be
appropriate for other clients served by the Adviser or a Portfolio Manager. If
a purchase or sale of securities consistent with the investment policies of a
Fund and one or more of these clients is considered at or about the same time,
transactions in such securities will be allocated among the Fund and clients
in a manner deemed fair and reasonable by the Adviser or Portfolio Manager.
Particularly when investing in less liquid or illiquid securities of smaller
capitalization companies, such allocation may take into account the asset size
of a Fund in determining whether the allocation of an investment is suitable.
As a result, larger Funds may become more concentrated in more liquid
securities than smaller Funds or private accounts of the Adviser or a
Portfolio Manager pursuing a small capitalization investment strategy, which
could adversely affect performance. The Adviser or a Portfolio Manager may
aggregate orders for the Funds with simultaneous transactions entered into on
behalf of its other clients so long as price and transaction expenses are
averaged either for the portfolio transaction or for that day.
A change in the securities held by a Fund is known as "portfolio turnover."
With the exception of the Tax-Efficient Structured Emerging Markets and Tax-
Efficient Equity Funds (which may attempt to minimize portfolio turnover as a
tax-efficient management strategy), the Portfolio Managers manage the Funds
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 some of the Funds. The use of futures contracts
may involve the payment of commissions to futures commission merchants. High
portfolio turnover (e.g., over 100%) involves correspondingly greater expenses
to a Fund, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and reinvestments in other
securities. Such sales may result in realization of taxable capital gains
(including short-term capital gains which are generally taxed at ordinary
income tax rates). See "Dividends, Distributions and Taxes." Portfolio
turnover rates for each Fund for which financial highlights for at least the
past two fiscal years are provided in this Prospectus are set forth under
"Financial Highlights." Portfolio turnover rates for the remaining Funds which
have not recently commenced operations were as follows for the fiscal years
ended June 30, 1998 and 1997, respectively: Growth--123% and 94%; Target--226%
and 145%; Opportunity--86% and 69%; Innovation--100% and 80%; International--
60% and 59%; and Renaissance--192% and 131%. The annual portfolio turnover
rate for each of the Tax-Efficient Structured Emerging Markets and Tax-
Efficient Equity Funds is expected to be less than 40%. The annual portfolio
turnover rate for the Structured Emerging Markets and International Growth
Funds is expected to be less than 100% and for the Value 25 Fund is expected
to be less than 150%.
NET ASSET VALUE
The net asset values of Institutional and Administrative Class shares of
each Fund will be determined once on each day on which the Exchange is open (a
"Business Day"), as of the close of regular trading (normally 4:00 p.m.,
Eastern time) on the Exchange. Net asset value will not be determined on days
on which the Exchange is closed.
Portfolio securities and other assets for which market quotations are
readily available are stated at market value. Fixed income securities are
normally valued on the basis of quotations obtained from brokers and dealers
or pricing services, which take into account appropriate factors such as
institutional-sized trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data. Certain fixed income
April , 1999 Prospectus 63
<PAGE>
securities for which daily market quotations are not readily available may be
valued, pursuant to guidelines established by the Board of Trustees, with
reference to fixed income securities whose prices are more readily obtainable
and whose durations are comparable to the securities being valued. Short-term
investments having a maturity of 60 days or less are valued at amortized cost,
when the Board of Trustees determines that amortized cost is their fair value.
Exchange-traded options, futures and options on futures are valued at the
settlement price as determined by the appropriate clearing corporation. All
other securities and assets are valued at their fair value as determined in
good faith by the Trustees or by persons acting at their direction.
Quotations of foreign securities in foreign currency are converted to U.S.
dollar equivalents using foreign exchange quotations received from independent
dealers. The calculation of the net asset value of the Emerging Markets,
International Developed, International, International Growth, Structured
Emerging Markets, and Tax-Efficient Structured Emerging Markets Funds may not
take place contemporaneously with the determination of the prices of certain
portfolio securities of foreign issuers used in such calculation. Further,
under the Trust's procedures, the prices of foreign securities are determined
using information derived from pricing services and other sources. Information
that becomes known to the Trust or its agents after the time that net asset
value is calculated on any Business Day may be assessed in determining net
asset value per share after the time of receipt of the information, but will
not be used to retroactively adjust the price of the security so determined
earlier or on a prior day. Events affecting the values of portfolio securities
that occur between the time their prices are determined and the close of
regular trading on the Exchange (normally 4:00 p.m., Eastern time) may not be
reflected in the calculation of net asset value. If events materially
affecting the value of such securities occur during such period, then these
securities may be valued at fair value as determined by the Adviser or a
Portfolio Manager and approved in good faith by the Board of Trustees.
Each Fund's liabilities are allocated among its classes. The total of such
liabilities allocated to a class plus that class's distribution and/or
servicing fees and any other expenses specially allocated to that class are
then deducted from the class's proportionate interest in the Fund's assets,
and the resulting amount for each class is divided by the number of shares of
that class outstanding to produce the class's "net asset value" per share.
Under certain circumstances, the per share net asset value of the
Administrative Class shares of the Funds may be lower than the per share net
asset value of the Institutional Class shares as a result of the daily expense
accruals of the service and/or distribution fees applicable to the
Administrative Class shares. Generally, for Funds that pay income dividends,
those dividends are expected to differ over time by approximately the amount
of the expense accrual differential between a particular Fund's classes.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Shares begin earning dividends on the effective date of purchase, provided
notification deadlines are met. See "Purchase of Shares." Net investment
income from interest and dividends, if any, will be declared and paid
quarterly to shareholders of record by the Renaissance, Equity Income, Value,
and Balanced Funds. Net investment income from interest and dividends, if any,
will be declared and paid at least annually to shareholders of record by the
other Funds. 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
a Fund will be reinvested in additional shares of that Fund unless the
shareholder elects to have them paid in cash. Dividends from net investment
income with respect to Administrative Class shares will be lower than those
paid with respect to Institutional Class shares, reflecting the payment of
service and/or distribution fees by that class.
Each Fund intends to qualify as a regulated investment company annually and
to elect to be treated as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"). As such, a Fund generally
64 PIMCO Funds: Multi-Manager Series
<PAGE>
will not pay federal income tax on the income and gains it pays as dividends
to its shareholders. In order to avoid a 4% federal excise tax, each Fund
intends to distribute each year substantially all of its net income and gains.
Shareholders subject to U.S. federal income tax will be subject to tax on
dividends received from a Fund, regardless of whether received in cash or
reinvested in additional shares. Distributions received by tax-exempt
shareholders generally will not be subject to federal income tax to the extent
permitted under applicable tax law. All shareholders must treat dividends,
other than capital gain dividends, exempt-interest dividends, and dividends
that represent a return of capital to shareholders, as ordinary income. In
particular, distributions derived from short-term gains will be treated as
ordinary income. Dividends derived from interest on certain U.S. Government
securities may be exempt from state and local taxes, although interest on
mortgage-backed U.S. Government securities is generally not so exempt. While
the Tax-Efficient Structured Emerging Markets and Tax-Efficient Equity Funds
seek to minimize taxable distributions, the Funds may be expected to earn and
distribute taxable income and may also be expected to realize and distribute
capital gains from time to time.
Dividends designated by a Fund as capital gain dividends derived from the
Fund's net capital gains (that is, the excess of its net long-term capital
gains over its net short-term capital losses) are taxable to shareholders as
long-term capital gain (generally subject to a 20% tax rate) except as
provided by an applicable tax exemption. Any distributions that are not from a
Fund's net investment income or net capital gain may be characterized as a
return of capital to shareholders or, in some cases, as capital gain. Certain
dividends declared in October, November or December of a calendar year are
taxable to shareholders (who otherwise are subject to tax on dividends) as
though received on December 31 of that year if paid to shareholders during
January of the following calendar year. Each Fund will advise shareholders
annually of the amount and nature of the dividends paid to them.
Current federal tax law requires the holder of a U.S. Treasury or other
fixed income zero coupon security to accrue as income each year a portion of
the discount at which the security was purchased, even though the holder
receives no interest payment in cash on the security during the year. In
addition, pay-in-kind securities will give rise to income which is required to
be distributed and is taxable even though the Fund holding the security
receives no interest payment in cash on the security during the year. Also, a
portion of the yield on certain high yield securities (including certain pay-
in-kind securities) issued after July 10, 1989 may be treated as dividends.
Accordingly, each Fund that holds the foregoing kinds of securities may be
required to pay out as an income distribution each year an amount which is
greater than the total amount of cash interest the Fund actually received.
Such distributions may be made from the cash assets of the Fund or by
liquidation of portfolio securities, if necessary. The Fund may realize gains
or losses from such liquidations. In the event the Fund realizes net capital
gains from such transactions, its shareholders may receive a larger capital
gain distribution, if any, than they would in the absence of such
transactions.
Taxable shareholders should note that the timing of their investment or
redemptions could have undesirable tax consequences. Dividends and
distributions on a Fund's shares are generally subject to federal income tax
as described herein to the extent they do not exceed the Fund's realized
income and gains, even though such dividends and distributions may
economically represent a return of a particular shareholder's investment. Such
distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized
losses.
The preceding discussion relates only to federal income tax; the
consequences under other tax laws may differ. Shareholders should consult
their tax advisers as to the possible application of foreign, state and local
income tax laws to
April , 1999 Prospectus 65
<PAGE>
Trust dividends and capital gain distributions. For additional information
relating to the tax aspects of investing in a Fund, see the Statement of
Additional Information.
OTHER INFORMATION
Capitalization
The Trust was organized as a Massachusetts business trust on August 24,
1990, and currently consists of twenty-eight portfolios that are operational,
twenty-four of which are described in this Prospectus. Other portfolios may be
offered by means of a separate prospectus. The Board of Trustees may establish
additional portfolios in the future. The capitalization of the Trust consists
of an unlimited number of shares of beneficial interest. When issued, shares
of the Trust are fully paid, non-assessable and freely transferable.
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 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.
Multiple Classes of Shares
In addition to Institutional Class shares and Administrative Class shares,
certain Funds also offer up to four additional classes of shares, Class A,
Class B, Class C and Class D, through separate prospectuses. This Prospectus
relates only to Institutional Class and Administrative Class shares of the
Funds. The other classes of the Funds have different sales charges and expense
levels, which will affect performance accordingly. To obtain more information
about the other classes of shares, please call the Distributor at 1-800-426-
0107 (for Class A, Class B, and Class C) or 1-888-87-PIMCO (for Class D).
Institutional Class and Administrative Class shares of each Fund represent
interests in the assets of that Fund, and each class has identical dividend,
liquidation and other rights and the same terms and conditions, except that
expenses related to the distribution and/or shareholder servicing of
Administrative Class shares are borne solely by such class, and each class
may, at the Trustees' discretion, also pay a different share of other
expenses, not including advisory or custodial fees or other expenses related
to the management of the Trust's assets, if these expenses are actually
incurred in a different amount by that class, or if the class receives
services of a different kind or to a different degree than the other classes.
All other expenses are allocated to each class on the basis of the net asset
value of that class in relation to the net asset value of the particular Fund.
Voting
Each class of shares of each Fund has 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. The Administrative Class shares
have exclusive voting rights with respect to matters pertaining to any
Distribution Plan
66 PIMCO Funds: Multi-Manager Series
<PAGE>
applicable to that class. These shares are entitled to vote at meetings of
shareholders. Matters submitted to shareholder vote must be approved by each
Fund 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 Funds, then only shareholders of the Fund or Funds
affected shall be entitled to vote on the matter. All classes of shares of a
Fund will vote together, except with respect to a Distribution Plan or
agreement applicable to a class of shares or when a class vote is required as
specified above or otherwise by the 1940 Act. Shares are freely transferable,
are entitled to dividends as declared by the Trustees and, in liquidation of
the Trust, are entitled to receive the net assets of their Fund, but not of
the other Funds. The Trust does not generally hold annual meetings of
shareholders and will do so only when required by law. Shareholders may remove
Trustees from office by votes cast in person or by proxy at a meeting of
shareholders or by written consent. Such a meeting will be called at the
written request of the holders of 10% of the Trust's outstanding shares.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As of March , 1999, the following were
shareholders of record of at least 25% of the outstanding voting securities of
the indicated Funds: [Note: To be updated in a Post-Effective amendment filed
prior to the effective date of this Amendment.] The Bank of New York as
Trustee for Melville Corporation (New York, New York) with respect to the Core
Equity Fund; Pacific Mutual Life Insurance Company Employee's Retirement Plan
Trust (Newport Beach, California) with respect to the Enhanced Equity Fund;
Pacific Mutual Life Insurance Company (Newport Beach, California) with respect
to the Mid-Cap Equity Fund; Pacific Asset Management LLC (Newport Beach,
California) with respect to the International Growth Fund; and PIMCO Advisors
L.P. (Newport Beach, California), the Trust's investment adviser and
administrator, with respect to the Value 25 and Tax-Efficient Equity Funds. To
the extent such shareholders are also the beneficial owners of such
securities, they may be deemed to control (as that term is defined in the 1940
Act) the relevant Fund. As used in this Prospectus, the phrase "vote of a
majority of the outstanding shares" of a Fund (or the Trust) means the vote of
the lesser of: (1) 67% of the shares of the Fund (or the Trust) present at a
meeting, if the holders of more than 50% of the outstanding shares are present
in person or by proxy; or (2) more than 50% of the outstanding shares of the
Fund (or the Trust).
Performance Information
From time to time the Trust may make available certain information about the
performance of the Institutional Class and Administrative Class shares of some
or all of the Funds. Information about a Fund's performance is based on that
Fund's (or its predecessor's) record to a recent date and is not intended to
indicate future performance. Performance information is computed separately
for each Fund's Institutional Class and Administrative Class shares in
accordance with the formulas described below. Because Administrative Class
shares bear the expense of service and/or distribution fees, it is expected
that, under normal circumstances, the level of performance of a Fund's
Administrative Class shares will be lower than that of the Fund's
Institutional Class shares.
The total return of Institutional Class and Administrative Class shares of
all Funds may be included in advertisements or other written material. When a
Fund's total return is advertised with respect to its Institutional Class and
Administrative Class shares, it will be calculated for the past year, the past
five years, and the past ten years (or if the Fund has been offered for a
period shorter than one, five or ten years, that period will be substituted)
since the establishment of the Fund or its predecessor series of PIMCO
Advisors Funds, as more fully described in the Statement of Additional
Information. For periods prior to the initial offering date of Institutional
Class or Administrative Class shares, total return presentations for a class
will be based on the historical performance of an older class of the Fund (if
any) restated, as necessary, to reflect that there are no sales charges
associated with Institutional Class or Administrative Class shares. The older
class to be used in each case is set forth in the Statement of Additional
Information. For these
April , 1999 Prospectus 67
<PAGE>
purposes, the performance of the older class will also be restated to reflect
any different operating expenses (such as different administrative fees and/or
12b-1/servicing fee charges) associated with the newer class. In certain
cases, such a restatement will result in Institutional Class or Administrative
Class performance which is higher than if the performance of the older class
were not restated to reflect the different operating expenses of the newer
class. In such cases, the Trust's advertisements will also, to the extent
appropriate, show the lower performance figure reflecting the actual operating
expenses incurred by the older class for periods prior to the initial offering
date of the newer class. Total return for each class is measured by comparing
the value of an investment in the Fund at the beginning of the relevant period
to the redemption value of the investment in the Fund at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions at net asset value). Total return may be advertised using
alternative methods that reflect all elements of return, but that may be
adjusted to reflect the cumulative impact of alternative fee and expense
structures.
Quotations of yield for a Fund or class will be based on the investment
income per share (as defined by the SEC) during a particular 30-day (or one-
month) period (including dividends and interest), less expenses accrued during
the period ("net investment income"), and will be computed by dividing net
investment income by the maximum public offering price per share on the last
day of the period.
The Funds may also provide current distribution information to their
shareholders in shareholder reports or other shareholder communications, or in
certain types of sales literature provided to prospective investors. Current
distribution information for a particular class of a Fund will be based on
distributions for a specified period (i.e., total dividends from net
investment income), divided by the relevant class net asset value per share on
the last day of the period and annualized. The rate of current distributions
does not reflect deductions for unrealized losses from transactions in
derivative instruments such as options and futures, which may reduce total
return. Current distribution rates differ from standardized yield rates in
that they represent what a class of a Fund has declared and paid to
shareholders as of the end of a specified period rather than the Fund's actual
net investment income for that period.
The Adviser and each Portfolio Manager may also report to shareholders or to
the public in advertisements concerning its performance as adviser to clients
other than the Funds, and on its comparative performance or standing in
relation to other money managers. Such comparative information may be compiled
or provided by independent ratings services or by news organizations. Any
performance information, whether related to the Funds, the Adviser or the
Portfolio Managers, should be considered in light of the Fund's investment
objectives and policies, characteristics and quality of the Funds, and the
market conditions during the time period indicated, and should not be
considered to be representative of what may be achieved in the future.
Investment results of the Funds will fluctuate over time, and any
representation of the Funds' total return or yield for any prior period should
not be considered as a representation of what an investor's total return or
yield may be in any future period. The Trust's Annual and Semi-Annual Reports
contain additional performance information for the Funds and are available
upon request, without charge, by calling 1-800-927-4648 (Current
Shareholders), or 1-800-800-0952 (New Accounts).
68 PIMCO Funds: Multi-Manager Series
<PAGE>
----------------------------------------------------------------
PIMCO Funds: INVESTMENT ADVISER AND ADMINISTRATOR
Multi-Manager PIMCO Advisors L.P., 800 Newport Center Drive, Newport Beach,
Series CA 92660
----------------------------------------------------------------
CUSTODIAN AND TRANSFER AGENT
Investors Fiduciary Trust Company, 801 Pennsylvania,
Kansas City, MO 64105
----------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105
----------------------------------------------------------------
LEGAL COUNSEL
Ropes & Gray, One International Place, Boston, MA 02110
----------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
For More Information To request a free copy of these doc- Information about the Trust
uments or to make inquiries about (including the SAI) can be
The following documents are the Funds, please write or call: reviewed and copied at the
available that offer further infor- Securities and Exchange
mation on the Funds of PIMCO PIMCO Funds: Commission's Public Reference
Funds: Multi-Manager Series. Multi-Manager Series Room in Washington, D.C.
840 Newport Center Drive Information on the operation
Annual/Semi-Annual Reports to Suite 300 of the public reference room
Shareholders The Trust's annual Newport Beach, CA 92660 may be obtained by calling the
and semi-annual reports include a obtained by calling the
discussion of the market condi- Telephone: Commission at 1-800-SEC-0330.
tions and investment strategies 1-800-927-4648 Reports and other information
that significantly affected the 1-800-987-4626 (PIMCO about the Trust are available
Funds' performance during its last Infolink Audio Response on the Commission's Internet
fiscal year or other period. Network) site at www.sec.gov, and
copies of that information
Statement of Additional Information may be obtained, upon payment
(SAI) The SAI contains additional of a duplicating fee, by
information about the Funds. A writing the Public Reference
current SAI has been filed with Section of the Commission,
the Securities and Exchange Washington, D.C. 20549-6009.
Commission, and is incorporated
into this prospectus by reference.
</TABLE>
SEC File Number: 811-06161
PIMCO
- -----------------
FUNDS
PIMCO FUNDS
840 Newport Center Drive
Suite 300
Newport Beach, CA 92660
<PAGE>
PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated _________, 1999
to the
Prospectus for Institutional Class and Administrative
Class Shares Dated April __, 1999
Disclosure relating to:
PIMCO Precious Metals Fund
- --------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
- ----
"Trust") Prospectus for Institutional Class and Administrative Class shares
dated April __, 1999 (the "Institutional Prospectus") which is included in
Part A of this Registration Statement.
- --------------------------------------------------------------------------------
The Trust intends to offer Institutional Class and Administrative Class
shares of PIMCO Precious Metals Fund (the "Fund").
1. Expense Information.
Shareholder Transaction Expenses - All Funds (Institutional and Administrative
- ----------------------------------
Class):
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fees None
Exchange Fee None
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
- -------------------------------
Example: You would pay the
following expenses on a
Institutional Class Annual Fund $1,000 investment assuming
Shares Operating Expenses (1) 5% annual return and (2)
(As a percentage of redemption at the end of each
average net assets): time period:
- -----------------------------------------------------------------------------------------
Admini-
Advisory strative Total
Fund Fee Fee Expenses 1 3 5 10
Year Years Years Years
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Precious Metals Fund .60 .30 .90 $9 $29 $50 $111
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Example: You would pay the
following expenses on a
Administrative Class Annual Fund $1,000 investment assuming
Shares Operating Expenses (1) 5% annual return and (2)
(As a percentage of redemption at the end of each
average net assets): time period:
- ----------------------------------------------------------------------------------------------------------
Admini- Service/
Advisory strative 12b-1 Total 1 3 5 10
Fund Fee Fee Fee Expenses Year Years Years Years
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Precious Metals Fund .60 .30 .25 1.15 $12 $37 $63 $140
- ----------------------------------------------------------------------------------------------------------
</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. The information has been restated as appropriate to
reflect the Fund's current fees and expenses. 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.
2. Investment Objectives and Policies.
The investment objective and general investment policies of the Fund is
described or incorporated 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.
-2-
<PAGE>
Precious Metals Fund
--------------------
The investment objective and general investment policies of the Precious
Metals Fund and related risks of securities and investment techniques are
described in the corresponding sections of the Trust's Prospectus for Class A,
Class B and Class C shares, dated April __, 1999 (the " Retail Prospectus"),
which is included in Part A of this Registration Statement. The relevant
disclosure in the Retail Prospectus is incorporated herein by reference.
-3-
<PAGE>
3. Management of the Trust.
Disclosure relating to the Investment Adviser and Portfolio Manager of the
Fund (including advisory and portfolio management fees) and the Administrator
for the Fund is incorporated herein by reference to the corresponding
sub-sections of "Management of the Trust" in the Retail and Institutional
Prospectuses.
Administrative Fees
- -------------------
For providing or procuring administrative services for the Fund, PIMCO
Advisors L.P. (in its capacity as Administrator) receives monthly Administrative
Fees from the Fund at the following annual rates, each based on the average
daily net assets attributable in the aggregate to the Fund's Institutional Class
and Administrative Class shares: .30%.
4. Dividends, Distributions and Taxes.
Disclosure relating to dividends, distributions and taxes with respect to
the Fund is incorporated herein by reference to "Distributions" and "Taxes" in
the Retail Prospectus.
-4-
<PAGE>
CLASS A, B AND C SHARES
PIMCO FUNDS ASSET ALLOCATION SERIES
PROSPECTUS
Actively managed portfolios of select PIMCO Funds
PIMCO Funds Asset Allocation Series consists of three actively managed mutual
funds that invest in a diversified portfolio of PIMCO Funds. In addition to
broad diversification, each Portfolio provides access to the extensive asset
allocation and investment management capabilities of PIMCO Advisors L.P. and its
affiliates.
<TABLE>
<CAPTION>
90/10 Portfolio 60/40 Portfolio 30/70 Portfolio
<S> <C> <C>
Seeks long-term capital Seeks long-term capital Seeks current income, with
appreciation. The Portfolio appreciation and current long-term capital
normally invests approximately income. The portfolio appreciation as a secondary
90% of its assets normally invests objective. The Portfolio
in PIMCO Stock Funds approximately 60% of its normally invests
and 10% in PIMCO assets in PIMCO Stock approximately 30% of its
Bond Funds. Funds and 40% in PIMCO assets in PIMCO Stock
Bond Funds. Funds and 70% in PIMCO
Bond Funds.
</TABLE>
PIMCO
-----
FUNDS
APRIL , 1999
--
<PAGE>
PIMCO Funds Asset Allocation Series
PIMCO Funds: Multi-Manager Series
Prospectus
April , 1999
PIMCO Funds Asset Allocation Series
90/10 Portfolio PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end
60/40 Portfolio series management investment company offering three diversified
30/70 Portfolio investment portfolios (each a "Portfolio") in this Prospectus,
each with different investment objectives and strategies. The
Portfolios are professionally-managed series of the Trust
designed to take advantage of the benefits of asset allocation.
Each Portfolio seeks to achieve its particular investment
objective by investing within specified equity and fixed income
ranges among a number of other mutual funds in the PIMCO Funds
family ("Underlying Funds" or "Funds"). The address of PIMCO
Funds: Multi-Manager Series is 840 Newport Center Drive, Suite
300, Newport Beach, CA 92660.
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") serves
as investment adviser to the Portfolios and determines how the
assets of each Portfolio are allocated among the Underlying
Funds. PIMCO Advisors and its affiliates also provide advisory
services to the Underlying Funds. See "Management of the
Portfolios."
Each Portfolio offers three classes of shares in this
Prospectus: Class A shares (generally sold subject to an
initial sales charge), Class B shares (sold subject to a
contingent deferred sales charge) and Class C shares (sold
subject to an asset based sales charge).
This Prospectus concisely describes the information investors
should know before investing in Class A, Class B and Class C
shares of the Portfolios. Please read this Prospectus carefully
and keep it for further reference.
Information about the investment objective of each Portfolio
and of the investment policies and restrictions applicable to
each Portfolio are set forth in this Prospectus. There can be
no assurance that the investment objective of any Portfolio
will be achieved. Because the market value of each Portfolio's
investments will change, the investment returns and net asset
value per share of each Portfolio will vary.
A Statement of Additional Information, dated April , 1999, as
amended or supplemented from time to time, is available free of
charge by writing to PIMCO Funds Distributors LLC (the
"Distributor"), 2187 Atlantic Street, Stamford, Connecticut
06902, or by telephoning 1-800-426-0107. In addition, a Trust
Prospectus dated April , 1999 and a Prospectus of PIMCO Funds:
Pacific Investment Management Series dated April , 1999, each
as amended or supplemented from time to time (together, the
"Underlying Fund Prospectuses"), relating to Institutional
Class shares of the Underlying Funds, are available free of
charge from the Distributor. The Statement of Additional
Information and the Underlying Fund Prospectuses, which contain
more detailed information about the Trust, the Portfolios
and/or the Underlying Funds, have each been filed with the
Securities and Exchange Commission and are incorporated by
reference in this Prospectus. The Securities and Exchange
Commission maintains an Internet World Wide Web site (at
www.sec.gov) which contains the Statement of Additional
Information and materials that are incorporated by reference
into this Prospectus and the Statement of Additional
Information, the Underlying Fund Prospectuses, and other
information about the Trust, the Portfolios and the Underlying
Funds.
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or
any state securities commission passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
Shares of the Portfolios are not deposits or obligations of, or
guaranteed or endorsed by, any financial institution, and the
shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other
agency, and involve risk, including the possible loss of
principal.
TABLE OF CONTENTS
<TABLE>
<S> <C>
How to Redeem.........................30
Distributor and Distribution and
Servicing Plans.......................34
How Net Asset Value Is Determined.....36
Distributions.........................36
Taxes.................................37
Management of the Portfolios..........38
Description of the Trust..............43
Mailings to Shareholders..............44
Overview...............................3
Schedule of Fees.......................4
Investment Objectives and Policies.....6
Underlying Funds......................10
Performance Information...............16
How to Buy Shares.....................17
Alternative Purchase Arrangements.....21
Exchange Privilege....................29
</TABLE>
2
<PAGE>
Overview
PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end se-
ries management investment company organized as a Massachusetts
business trust on August 24, 1990. This Prospectus describes three
separate diversified investment portfolios (the "Portfolios") of-
fered by the Trust, 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").
The Portfolios are intended for investors who prefer to have
their asset allocation decisions made by professional money manag-
ers. Each Portfolio has a distinct investment objective which it
seeks to achieve by investing within specified equity and fixed
income ranges among certain series ("Underlying Funds" or "Funds")
of the Trust and PIMCO Funds: Pacific Investment Management Se-
ries. PIMCO Advisors serves as investment adviser for each Fund of
the Trust and its affiliate, Pacific Investment Management Company
("Pacific Investment Management"), serves as investment adviser
for each Fund of PIMCO Funds: Pacific Investment Management Se-
ries. Some of the Underlying Funds invest primarily in equity se-
curities ("Underlying Stock Funds"); other Funds invest primarily
in fixed income securities, including money market instruments
("Underlying Bond Funds"). The Portfolios are named in accordance
with their equity/fixed income allocation targets. For instance,
the 90/10 Portfolio will normally invest approximately 90% of its
assets in Underlying Stock Funds and 10% of its assets in Under-
lying Bond Funds. The following summarizes certain key information
relating to the Portfolios and is qualified in its entirety by the
more detailed information contained elsewhere in this Prospectus.
Portfolio
Profiles
<TABLE>
<CAPTION>
PIMCO Funds
Asset Allocation Series Investment Objective Allocation Strategy
--------------------------------------------------------------------------------------------------
<C> <C> <S>
90/10 Portfolio Long-term capital appreciation Under normal conditions,
approximately 90% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 10% among Underlying
Bond Funds.
--------------------------------------------------------------------------------------------------
60/40 Portfolio Long-term capital appreciation and current income Under normal conditions,
approximately 60% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 40% among Underlying
Bond Funds.
--------------------------------------------------------------------------------------------------
30/70 Portfolio Current income, with long-term Under normal conditions,
capital appreciation as a secondary objective approximately 30% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 70% among Underlying
Bond Funds.
</TABLE>
The Underlying Funds have different investment objectives and
policies and different degrees of potential investment risk and
reward. Based on the allocation strategies listed above, an in-
vestor should choose among the Portfolios based on personal objec-
tives, investment time horizon, tolerance for risk and personal
financial circumstances. For example, because the 90/10 Portfolio
will normally invest approximately 90% of its assets in Underlying
Stock Funds, this Portfolio might be suitable for an investor with
a relatively long time horizon who seeks long-term capital appre-
ciation potential and has a fairly high tolerance for risk and
volatility. An investor with a shorter time horizon who seeks a
balance of income and long-term capital appreciation and has less
tolerance for risk and volatility might choose the 60/40 Portfo-
lio, which invests in a fairly balanced portfolio of Underlying
Stock and Bond Funds. An investor who seeks a higher level of cur-
rent income combined with some potential for long-term capital ap-
preciation and has a lower tolerance for risk and volatility might
choose the 30/70 Portfolio, which will normally invest approxi-
mately 70% of its assets in Underlying Bond Funds. While each
Portfolio provides a relatively high level of diversification in
comparison to most mutual funds, a single Portfolio may not be
suitable as a complete investment program. For a more complete de-
scription of the investment objectives and policies of the Portfo-
lios, please see "Investment Objectives and Policies."
Because each Portfolio will invest all of its assets in the Un-
derlying Funds, each Portfolio's investment performance is di-
rectly related to the investment performance of the Underlying
Funds in which it invests. The ability of a Portfolio to realize
its investment objective will depend upon the extent to which the
Underlying Funds realize their objectives. The value of the Under-
lying Funds' investments, and the net asset values of the shares
of both the Underlying Funds and the Portfolios, will fluctuate in
response to changes in market and economic conditions, as well as
the financial condition and prospects of issuers in which the Un-
derlying Funds invest.
November 1, 1998 Prospectus 3
<PAGE>
The possible use of certain investment techniques by an Under-
lying Fund, including various derivative instruments such as
futures contracts, options and swap agreements, will subject the
Fund to greater risk than Funds that do not employ such tech-
niques. In addition, investments by certain Underlying Funds in
small market capitalization companies, foreign issuers (including
emerging market issuers) and foreign currencies, illiquid securi-
ties and other instruments will expose those Funds to a higher de-
gree of risk and price volatility. Some Underlying Funds may also
invest in fixed income securities rated below investment grade
(commonly referred to as "high yield" securities or "junk" bonds),
which are considered to be speculative by traditional investment
standards. Each Portfolio may be subject to these and other risks
associated with investments in the Underlying Funds depending upon
the Portfolio's asset allocation strategy. For a description of
the various risks associated with the Portfolios and the Under-
lying Funds, see "Investment Objectives and Policies" and "Under-
lying Funds" in this Prospectus, "Investment Objectives and Poli-
cies" in the Statement of Additional Information and "Characteris-
tics and Risks of Securities and Investment Techniques" in the Un-
derlying Fund Prospectuses, which are incorporated herein by ref-
erence and are available free of charge by telephoning the Dis-
tributor at 1-800-426-0107.
Potential investors in the Portfolios should realize that they
may invest directly in the Underlying Funds and make their own as-
set allocation decisions. By investing in a Portfolio, an investor
will incur not only a proportionate share of the expenses of the
Portfolio but also a portion of the expenses of the Underlying
Funds in which the Portfolio invests (including investment advi-
sory and administrative fees charged at the Underlying Fund lev-
el). See "Schedule of Fees" and "Management of the Portfolios--
Underlying Fund Expenses."
Schedule of Fees
Expenses are one of several factors to consider when investing in
Class A, Class B or Class C shares of the Portfolios. The follow-
ing tables and Examples summarize the expenses of each Portfolio
that are borne by its Class A, Class B and Class C shareholders
based on estimated expenses for the Portfolio's current fiscal
year.
You should bear in mind that shareholders of each Portfolio
bear indirectly the expenses of the Underlying Funds in which the
Portfolio invests. The Portfolios will invest only in Institu-
tional Class shares of the Underlying Funds and will not pay any
sales charges or 12b-1 fees in connection with their investments
in the Underlying Funds. The Portfolios will, however, indirectly
bear their pro rata share of the fees and expenses (including ad-
visory and administrative fees) incurred by the Underlying Funds
that are borne by all Institutional Class shareholders. Because
the Underlying Funds have varied fee and expense levels and the
Portfolios will own different proportions of the Underlying Funds
at different times, the actual fees and expenses indirectly in-
curred by the Portfolios will vary.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
--------------------------------------------------------------------
<S> <C> <C> <C>
Maximum initial sales charge im-
posed on purchases
(as a percentage of offering
price at time of purchase)
90/10 Portfolio and 60/40 Port-
folio 5.50% None None
30/70 Portfolio 4.50% None None
--------------------------------------------------------------------
Maximum sales charge imposed on
reinvested dividends
(as a percentage of net asset
value at time of purchase) None None None
--------------------------------------------------------------------
Maximum contingent deferred sales
charge ("CDSC")
(as a percentage of original
purchase price) 1%(/1/) 5%(/2/) 1%(/3/)
--------------------------------------------------------------------
Exchange Fee None None None
</TABLE>
Shareholder
Transaction
Expenses
1. Imposed only in certain circumstances where Class A shares are
purchased without a front-end sales charge at the time of pur-
chase. See "Alternative Purchase Arrangements."
2. The maximum CDSC is imposed on shares redeemed in the first
year. For shares held longer than one year, the CDSC declines ac-
cording to the schedule set forth under "Alternative Purchase Ar-
rangements--Deferred Sales Charge Alternative--Class B Shares."
3. The CDSC on Class C shares is imposed only on shares redeemed
in the first year.
4 PIMCO Funds Asset Allocation Series
<PAGE>
<TABLE>
<CAPTION>
Example: You Example: You
would pay would pay
the the
following following
expenses on expenses on
a $1,000 a $1,000
investment investment
assuming assuming (1)
(1) 5% 5% annual
annual return and
return and (2) no
(2) redemption:
redemption
at the end
Annual Portfolio Operating Expenses of each time
(As a percentage of average net assets): period:
Total
PIMCO Funds Admini- Underlying Portfolio
Asset Allocation Advisory strative 12b-1 Fund Operating One Three One Three
Series Fees Fees(/1/) Fees(/2/) Expenses(/3/) Expenses(/3/) Year Years Year Years
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 90/10 Portfolio None .40% .25% .79% 1.44% $ 69 $ 98 $ 69 $ 98
Shares -------------------------------------------------------------------------------------------------------
60/40 Portfolio None .40 .25 .67 1.32 68 95 68 95
-------------------------------------------------------------------------------------------------------
30/70 Portfolio None .40 .25 .55 1.20 57 81 57 81
Class B 90/10 Portfolio None .40 1.00 .79 2.19 72 99 22 69
Shares -------------------------------------------------------------------------------------------------------
60/40 Portfolio None .40 1.00 .67 2.07 71 95 21 65
-------------------------------------------------------------------------------------------------------
30/70 Portfolio None .40 1.00 .55 1.95 70 91 20 61
Class C 90/10 Portfolio None .40 1.00 .79 2.19 32 69 22 69
Shares -------------------------------------------------------------------------------------------------------
60/40 Portfolio None .40 1.00 .67 2.07 31 65 21 65
-------------------------------------------------------------------------------------------------------
30/70 Portfolio None .40 1.00 .55 1.95 30 61 20 61
</TABLE>
1. The Administrative Fees for each Portfolio are subject to re-
duction to the extent that the average net assets attributable in
the aggregate to the Portfolio's Class A, Class B and Class C
shares exceed $2.5 billion. See "Management of the Portfolios--Ad-
ministrative Fees."
2. 12b-1 fees which are equal to .25% represent servicing fees
which are paid annually to the Distributor and repaid to partici-
pating 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."
3. Based on estimated expenses for the current fiscal year. Under-
lying Fund Expenses for each Portfolio are estimated based upon
the initial allocation of each Portfolio's assets among the Under-
lying Funds and upon the total annual operating expenses of each
Underlying Fund. For a listing of the expenses associated with
each Underlying Fund, please see "Management of the Portfolios--
Underlying Fund Expenses." Total Portfolio Operating Expenses and
the Examples set forth above are based on estimates of the Under-
lying Fund Expenses each Portfolio will incur. Actual Underlying
Fund Expenses for each Portfolio are expected to vary with changes
in the allocation of the Portfolio's assets, and may be higher or
lower than those shown above.
The purpose of the foregoing tables is to assist investors in un-
derstanding 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 Portfolios. 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 Portfolio may, de-
pending 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 Securi-
ties Dealers, Inc.
NOTE: The figures shown in the Examples are entirely hypothetical.
They are not representations of past or future performance or ex-
penses; actual performance and/or expenses may be more or less
than shown.
November 1, 1998 Prospectus 5
<PAGE>
Investment Objectives and Policies
The investment objective and general investment policies of each
Portfolio are described below. There can be no assurance that the
investment objective of any Portfolio will be achieved. Because
the market value of each Portfolio's investments will change, the
net asset value per share of each Portfolio will also vary.
The Portfolios are intended for investors who prefer to have
their asset allocation decisions made by professional money manag-
ers. Each Portfolio seeks to achieve its investment objective by
investing within specified equity and fixed income ranges among
the Underlying Funds. Each Underlying Fund is a series of the
Trust or PIMCO Funds: Pacific Investment Management Series and is
managed by PIMCO Advisors and/or its affiliates. The Portfolios
have different investment objectives and policies and degrees of
potential investment risk and reward depending upon their alloca-
tion strategies. An investor should choose a Portfolio based on
personal objectives, investment time horizon, tolerance for risk
and personal financial circumstances.
Descriptions
Portfolio
90/10 Portfolio seeks long-term capital appreciation. Under normal
conditions, approximately 90% of the Portfolio's assets will be
allocated among Underlying Stock Funds and 10% among Underlying
Bond Funds.
60/40 Portfolio seeks long-term capital appreciation and current
income. Under normal conditions, approximately 60% of the Portfo-
lio's assets will be allocated among Underlying Stock Funds and
40% among Underlying Bond Funds.
30/70 Portfolio seeks current income. Long-term capital apprecia-
tion is a secondary objective. Under normal conditions, approxi-
mately 30% of the Portfolio's assets will be allocated among Un-
derlying Stock Funds and 70% among Underlying Bond Funds.
Unless otherwise noted, each Portfolio's investment objective
and its restrictions and policies relating to the investment of
its assets are non-fundamental and may be changed without share-
holder approval.
PIMCO Advisors serves as the investment adviser to the Portfo-
lios and determines how each Portfolio's assets are allocated
among the Underlying Funds. Each Portfolio invests in particular
Underlying Funds (which may differ from time to time) based on
various criteria observed by PIMCO Advisors. Among other things,
PIMCO Advisors analyses the various investment objectives, poli-
cies and strategies of the Underlying Funds to determine which
Funds, in combination with others, are appropriate in light of a
Portfolio's investment objective. PIMCO Advisors then makes allo-
cation decisions among these Underlying Funds in an attempt to
achieve the Portfolio's objective. The table below illustrates the
initial equity and fixed income allocation targets and typical
ranges for each Portfolio under normal market conditions.
Equity and Fixed Income Ranges
(as a percentage of each Portfolio's average net assets)
<TABLE>
<CAPTION>
Typical
PIMCO Funds Target Allocation
Asset Allocation Series Allocation Range*
---------------------------------------------------------------
<S> <C> <C>
90/10 Portfolio
Equity 90% 80% - 100%
Fixed Income (including money market**) 10% 0% - 20%
---------------------------------------------------------------
60/40 Portfolio
Equity 60% 50% - 70%
Fixed Income (including money market**) 40% 30% - 50%
---------------------------------------------------------------
30/70 Portfolio
Equity 30% 25% - 35%
Fixed Income (including money market**) 70% 65% - 75%
</TABLE>
* Each Portfolio may temporarily deviate from its asset alloca-
tion range for defensive purposes.
** Each Portfolio may hold a portion of its assets in PIMCO Money
Market Fund, in part, so that it can readily sell the securities
and have cash available to pay Portfolio expenses without incur-
ring capital gains.
6 PIMCO Funds Asset Allocation Series
<PAGE>
Each Portfolio is authorized to invest in any or all of the Un-
derlying Funds. However, it is expected that a Portfolio will in-
vest in only some of the Underlying Funds at any particular time.
A Portfolio's investment in a particular Underlying Fund may and
in some cases is expected to exceed 25% of its total assets. To
the extent that a Portfolio invests a significant portion of its
assets in an Underlying Fund, it will be particularly sensitive to
the risks associated with that Fund. Please see "Underlying Funds"
and "Principal Risks of the Underlying Funds" below for a descrip-
tion of the Underlying Funds and their attendant risks. The par-
ticular Underlying Funds in which each Portfolio may invest, the
equity and fixed income allocation targets and ranges specified
above, and the percentage of each Portfolio's assets invested from
time to time in any Underlying Fund or combination of Funds may be
changed from time to time without the approval of the Portfolio's
shareholders.
Each Portfolio's net asset value will fluctuate in response to
changes in the net asset values of the Underlying Funds in which
it invests. Each Portfolio will invest all of its assets in Under-
lying Funds, and may invest up to 100% of its assets in PIMCO
Money Market Fund (and thereby deviate from its asset allocation
range) for temporary defensive purposes. A Portfolio may also bor-
row money for temporary or emergency purposes.
Each Portfolio is also subject to certain investment restric-
tions that are described under "Investment Restrictions" in the
Statement of Additional Information.
Overview of
Asset
Allocation
PIMCO Advisors' Asset Allocation Committee determines how the
Portfolios' assets are allocated and reallocated from time to time
among the Underlying Funds. The individuals who constitute the As-
set Allocation Committee and are primarily responsible for making
asset allocation and other investment decisions for the Portfolios
are William D. Cvengros, Timothy R. Clark, Robert S. Venable, Da-
vid Young and Edward P. Rennie. Please see "Management of the
Portfolios" for a description of PIMCO Advisors and the individu-
als on the Asset Allocation Committee.
PIMCO Advisors' approach to asset allocation encompasses both
quantitative and qualitative processes designed to allocate the
Portfolios' assets among multiple Underlying Funds in order to
achieve broadly diversified Portfolios. The Asset Allocation
Com-mittee meets regularly to analyze various economic and
market da-ta. The Committee also collects and synthesizes
multiple proprie-tary models maintained by the Portfolio
Managers of the Underlying Funds, each of which is an affiliate
of PIMCO Advisors. See "Man-agement of the Portfolios--
Portfolio Managers for the Underlying Funds." These models are
quantitatively compiled by the Committee to provide a framework
for developing PIMCO Advisors' allocation strategies with
respect to the major asset classes and sub-classes held by the
Underlying Funds.
The resulting framework assists the Asset Allocation Committee
in the following ways: (1) it identifies the desired tactical al-
location ranges for the Portfolios around long-term strategic
broad asset class and sub-class targets, (2) it identifies indi-
vidual Funds among the Underlying Funds that are expected to pro-
vide consistent, quality performance in the various asset classes
and sub-classes identified for the Portfolios, and (3) it is used
by the Committee in its on-going evaluation of the equity and
fixed income markets in an attempt to identify and implement val-
ue-added tactical shifts for the Portfolios. These tactical shifts
and resulting reallocations of Portfolio assets are not expected
to be large or frequent in nature, and should result in modest
levels of portfolio turnover for the Portfolios. See "Portfolio
Turnover."
Equity
Portion of The equity portion of each Portfolio will be allocated among a
the number of Underlying Stock Funds which provide a broad range of
Portfolios equity-based investment objectives and strategies. By allocating
assets among these Funds, the equity portions of the Portfolios
can be diversified in multiple ways, including the following:
By Region
[ ] U.S. Equities
[ ] International Developed Markets Equities
[ ] International Emerging Markets Equities
November 1, 1998 Prospectus 7
<PAGE>
By Investment Style
[ ] Blend (Broad Market)
[ ] Value
[ ] Growth
By Size
[ ] Large-Cap
[ ] Mid-Cap
[ ] Small-Cap
For a description of the Underlying Stock Funds and their in-
vestment objectives and strategies, please see "Underlying Funds."
The Portfolio Managers for the Underlying Stock Funds each have
different investment philosophies and processes which are re-
flected in the Funds they manage. Through asset allocation, PIMCO
Advisors can take advantage of the expertise of each Portfolio
Manager and combine the investment styles set forth above in pro-
viding broadly diversified Portfolios. For a description of each
Portfolio Manager and its particular investment philosophy and
process, please see "Management of the Portfolios--Portfolio Man-
agers for the Underlying Funds."
Fixed The fixed income portion of each Portfolio will be allocated among
Income a number of Underlying Bond Funds which provide a broad range of
Portion of fixed income-based investment objectives and strategies. By allo-
the cating assets among these Funds, the fixed income portions of the
Portfolios Portfolios can be diversified in multiple ways, including the fol-
lowing:
By Region
[ ] U.S. Fixed Income
[ ] Foreign Fixed Income
By Sector/Investment Specialty
[ ] Governments
[ ] Mortgages
[ ] Corporate
[ ] Inflation-Indexed
By Credit Quality
[ ] Investment Grade/Money Market
[ ] Medium Grade
[ ] High Yield
By Duration
[ ] Long-Term
[ ] Intermediate-Term
[ ] Short-Term
For a description of the Underlying Bond Funds and their in-
vestment objectives and strategies, please see "Underlying
Funds." Pacific Investment Management is the investment adviser
and Port-folio Manager for each Underlying Bond Fund. Through
asset alloca-tion, PIMCO Advisors can take advantage of the
broad fixed income expertise of Pacific Investment Management
and combine the invest-ment styles set forth above in providing
broadly diversified Port-folios. For a description of Pacific
Investment Management and its investment philosophy and
process, please see "Management of the Portfolios--Portfolio
Managers for the Underlying Funds."
8 PIMCO Funds Asset Allocation Series
<PAGE>
Potential As described above, PIMCO Advisors has broad discretion to allo-
Conflicts cate and reallocate the Portfolios' assets among the Underlying
of Interest Funds consistent with the Portfolios' investment objectives and
policies and the asset allocation ranges specified above. Although
PIMCO Advisors does not charge an investment advisory fee for its
asset allocation services, PIMCO Advisors and its affiliates indi-
rectly receive fees (including investment advisory and administra-
tive fees) from the Underlying Funds in which the Portfolios in-
vest. In this regard, PIMCO Advisors has a financial incentive to
invest a Portfolio's assets in Underlying Funds with higher fees
than other Funds, even if it believes that alternate investments
would better serve the Portfolio's investment program. PIMCO Advi-
sors is legally obligated to disregard that incentive in making
asset allocation decisions for the Portfolios. The Trustees and
officers of the Trust may also have conflicting interests in ful-
filling their fiduciary duties to both the Portfolios and the Un-
derlying Funds.
General Because the Portfolios invest all of their assets in the Under-
Risks of lying Funds, the risks associated with investing in the Portfolios
Investing are closely related to the risks associated with the securities
in the held by the Underlying Funds. The ability of a Portfolio to
Portfolios achieve its investment objective will depend upon the ability of
the Underlying Funds to achieve their objectives. Of course, the
extent to which the investment performance and risks associated
with a particular Portfolio correlate to those of a particular Un-
derlying Fund will depend upon the extent to which the Portfolio's
assets are allocated from time to time for investment in the Un-
derlying Fund. For a description of the principal risks associated
with investments in the Underlying Funds, please see "Underlying
Funds--Principal Risks of the Underlying Funds" in this Prospec-
tus, "Investment Objectives and Policies" in the Statement of Ad-
ditional Information and "Characteristics and Risks of Securities
and Investment Techniques" in the Underlying Fund Prospectuses,
which are incorporated herein by reference and are available free
of charge by telephoning the Distributor at 1-800-426-0107.
Portfolio A change in the securities held by a Portfolio is known as "port-
Turnover folio turnover." Because PIMCO Advisors does not expect to reallo-
cate the Portfolios' assets among the Underlying Funds on a fre-
quent basis, the portfolio turnover rates for the Portfolios are
expected to be modest (i.e., less than 25%) in comparison to most
mutual funds. However, the Portfolios' indirectly bear the ex-
penses associated with portfolio turnover of the Underlying Funds,
a number of which have fairly high portfolio turnover rates (i.e.,
in excess of 100%). High portfolio turnover involves correspond-
ingly greater expenses to an Underlying Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the
sale of securities and reinvestments in other securities. Share-
holders in the Portfolios may also bear expenses directly or indi-
rectly through sales of securities held by the Portfolios and the
Underlying Funds which result in realization of ordinary income or
taxable capital gains (including short-term capital gains which
are generally taxed at ordinary income tax rates). See "Taxes."
Service Many of the services provided to the Portfolios depend on the
Systems -- smooth functioning of computer systems. Many systems in use today
Year 2000 cannot distinguish between the year 1900 and the year 2000. Should
Problem any of the service systems fail to process information properly,
that could have an adverse impact on the Portfolios' operations
and services provided to shareholders. The Adviser, Distributor,
Shareholder Servicing and Transfer Agent, Custodian, and certain
other service providers to the Portfolios have reported that each
is working toward mitigating the risks associated with the so-
called "year 2000 problem." However, there can be no assurance
that the problem will be corrected in all respects and that the
Portfolios' operations and services provided to shareholders will
not be adversely affected, nor can there be any assurance that the
year 2000 problem will not have an adverse effect on the entities
whose securities are held by the Underlying Funds or on domestic
or global equity markets or economies, generally.
"Fundamental"
Policies
The investment objective of each Portfolio described in this
Prospectus may be changed by the Board of Trustees without
shareholder approval. If there is a change in a Portfolio's
investment objective, shareholders should consider whether the
Portfolio remains an appropriate investment in light of their
then current financial positions and needs.
November 1, 1998 Prospectus 9
<PAGE>
Underlying Funds
Each Portfolio invests all of its assets in Underlying Funds. Ac-
cordingly, each Portfolio's investment performance depends upon a
favorable allocation among the Underlying Funds as well as the
ability of the Underlying Funds to meet their objectives. There
can be no assurance that the investment objective of any Under-
lying Fund will be achieved. Shares of the Underlying Funds are
not offered in this Prospectus.
Portfolio
Managers PIMCO Advisors serves as investment adviser for each of the Under-
lying Stock Funds. The PIMCO Equity Advisors Division of PIMCO Ad-
visors manages the investments of PIMCO Innovation Fund. Affili-
ates of PIMCO Advisors serve as sub-advisers for the remaining Un-
derlying Stock Funds, except that another affiliate, Pacific In-
vestment Management, is the sole investment adviser to PIMCO
StocksPLUS Fund. Under these arrangements, the sub-advisers, the
PIMCO Equity Advisors Division and Pacific Investment Management
(referred to collectively as "Portfolio Managers") have full in-
vestment discretion and make all determinations with respect to
the investment of the assets of these Funds. Pacific Investment
Management is also the sole investment adviser to each Underlying
Bond Fund. The Portfolio Managers and their investment specialties
are listed below.
<TABLE>
<CAPTION>
Portfolio Manager Investment Specialty
---------------------------------------------------------------------------
<C> <S>
PIMCO Equity Advisors Division of PIMCO Advisors [to be provided]
------------------------
Pacific Investment Management All sectors of the bond
market using its total
return philosophy--
seeking both yield and
capital appreciation
------------------------
Cadence Capital Management ("Cadence") Stocks of growth
companies that the
Portfolio Manager
believes are trading at
a reasonable price
------------------------
Columbus Circle Investors ("Columbus Circle") Stocks, using its
"Positive Momentum &
Positive Surprise"
discipline
------------------------
NFJ Investment Group ("NFJ") Value stocks that the
Portfolio Manager
believes are undervalued
and/or offer above-
average dividend yields
------------------------
Blairlogie Capital Management ("Blairlogie") (/1/) International stocks
using Scottish standards
of prudent investment
management with modern
quantitative analytical
tools
------------------------
Parametric Portfolio Associates ("Parametric") Stocks, using
quantitatively-driven
fundamental analysis and
economic methods, with
specialties in emerging
markets and tax-
efficient products
</TABLE>
1. On or before March 31, 1999, it is anticipated that PIMCO
Advisors will sell substantially all of its ownership interest
in Blairlogie. See "Management of the Portfolios--Portfolio
Managers for the Underlying Funds--Blairlogie."
10 PIMCO Funds Asset Allocation Series
<PAGE>
Underlying The following provides a concise description of the investment ob-
Stock Funds jective and primary investments of each Underlying Stock Fund and
lists the Fund's Portfolio Manager. For a complete description of
these Funds, please see the Underlying Fund Prospectuses, which
are incorporated herein by reference and are available free of
charge by telephoning the Distributor at 1-800-426-0107.
<TABLE>
<CAPTION>
Fund Name Investment Objective Primary Investments Portfolio Manager
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Funds PIMCO Equity Income Current income as a Common stocks with below- NFJ
primary objective; long- average price to earnings
term growth of capital ratios and higher dividend
as a secondary objective yields relative to their
industry groups
----------------------------------------------------------------------------------------
PIMCO Renaissance Long-term growth of Common stocks with below- Columbus Circle
capital and income average valuations that
have improving business
fundamentals
----------------------------------------------------------------------------------------
PIMCO Core Equity Long-term growth of Common stocks of companies Columbus Circle
capital; income as a with market
secondary objective capitalizations in excess
of $3 billion
----------------------------------------------------------------------------------------
PIMCO Mid-Cap Equity Long-term growth of Common stocks of companies Columbus Circle
capital with market
capitalizations between
$800 million and $3
billion
----------------------------------------------------------------------------------------
PIMCO Value Long-term growth of Common stocks with below- NFJ
capital and income average price to earnings
ratios relative to their
industry groups
----------------------------------------------------------------------------------------
PIMCO Value 25 Long-term growth of Approximately 25 common NFJ
capital and income stocks of companies with
medium market
capitalizations and below-
average price to earnings
ratios relative to their
industry groups
----------------------------------------------------------------------------------------
PIMCO Capital Growth of capital Common stocks of companies Cadence
Appreciation with market
capitalizations of at
least $1 billion that have
improving fundamentals and
whose stock is reasonably
valued by the market
----------------------------------------------------------------------------------------
PIMCO Mid-Cap Growth Growth of capital Common stocks of companies Cadence
with market
capitalizations in excess
of $500 million that have
improving fundamentals and
whose stock is reasonably
valued by the market
----------------------------------------------------------------------------------------
PIMCO Enhanced Equity Total return which Commons stocks represented Parametric
equals or exceeds the in the S&P 500
total return performance
of an index representing
the performance of a
reasonably broad
spectrum of common
stocks (currently the
S&P 500 (/2/))
----------------------------------------------------------------------------------------
PIMCO Tax-Efficient Maximum after-tax growth A broadly diversified Parametric
Equity of capital portfolio of at least 200
common stocks of companies
with larger
market capitalizations
------------------------------------------------------------------------------------------------------------
Aggressive PIMCO Small-Cap Value Long-term growth of Common stocks of companies NFJ
Stock Funds capital and income with market
capitalizations between
$50 million and $1 billion
and below-average price to
earnings ratios relative
to their industry groups
----------------------------------------------------------------------------------------
PIMCO Small-Cap Growth Growth of capital Common stocks of companies Cadence
with market
capitalizations between
$50 million and $1 billion
that have improving
fundamentals and whose
stock is reasonably valued
by the market
----------------------------------------------------------------------------------------
PIMCO Micro-Cap Growth Long-term growth of Common stocks of companies Cadence
capital with market
capitalizations of less
than $100 million that
have improving
fundamentals and whose
stock is reasonably valued
by the market
------------------------------------------------------------------------------------------------------------
International PIMCO International Capital appreciation; Non-U.S. stocks of Blairlogie (/1/)
Stock Funds income is incidental companies with small,
medium and large market
capitalizations (developed
and emerging markets)
----------------------------------------------------------------------------------------
PIMCO International Long-term capital An international portfolio Columbus Circle
Growth appreciation of equity and equity-
related securities
----------------------------------------------------------------------------------------
PIMCO Structured Long-term growth of Common stocks of companies Parametric
Emerging Markets capital located in emerging market
countries
----------------------------------------------------------------------------------------
PIMCO Tax-Efficient Same as PIMCO Structured Common stocks of companies Parametric
Structured Emerging Markets Fund, located in emerging market
Emerging Markets except that the Fund countries
seeks to achieve
superior after-tax
returns by employing a
variety of tax-efficient
management strategies
------------------------------------------------------------------------------------------------------------
Specialized PIMCO Innovation Capital appreciation; no Common stocks of companies PIMCO Equity
Stock Funds consideration with small, medium and Advisors Division
given to income large market
capitalizations
(technology-related stocks)
----------------------------------------------------------------------------------------
PIMCO StocksPLUS Total return which S&P 500 stock index Pacific
exceeds the total derivatives backed by Investment
return performance of a portfolio of fixed Management
the S&P 500 income securities
</TABLE>
1. [On or before March 31, 1999, it is anticipated that PIMCO Ad-
visors will sell substantially all of its ownership interest in
Blairlogie and assume full portfolio management responsibility
for PIMCO International Fund.]
2. The Standard & Poor's 500 Composite Stock Price Index.
November 1, 1998 Prospectus 11
<PAGE>
Underlying Bond
Funds
Pacific Investment Management has full investment discretion and
makes all determinations with respect to the investment of the as-
sets of each Underlying Bond Fund.
The investment objective of each Underlying Bond Fund (except
as provided below) is to seek to realize maximum total return,
consistent with preservation of capital and prudent investment
management. The "total return" sought by most of the Underlying
Bond Funds will consist of interest and dividends from underlying
securities and capital appreciation or depreciation reflected in
changes in the value of portfolio securities. The investment ob-
jective of PIMCO Real Return Bond Fund is to seek to realize maxi-
mum real return, consistent with preservation of real capital and
prudent investment management. "Real return" is total return ad-
justed for inflation. The investment objective of each of PIMCO
Money Market Fund and PIMCO Short-Term Fund is to seek to obtain
maximum current income consistent with preservation of capital and
daily liquidity. PIMCO Money Market Fund also attempts to maintain
a stable net asset value of $1.00 per share, although there can be
no assurance that it will be successful in doing so.
The following provides a concise description of the primary in-
vestments of and other information relating to each Underlying
Bond Fund. For a complete description of these Funds, please see
the Underlying Fund Prospectus for PIMCO Funds: Pacific Investment
Management Series, which is incorporated herein by reference and
is available free of charge by telephoning the Distributor at 1-
800-426-0107.
<TABLE>
<CAPTION>
Fund Name Primary Investments Duration Credit Quality(/1/) Foreign(/2/)
-----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C>
Short-Term PIMCO Money Market Money market instruments (less than or Min 95% Aaa or Prime 1; 0%
Bond equal to) 90 days (less than or equal to)
Funds dollar-weighted 5% Aa or Prime 2
average maturity
--------------------------------------------------------------------------------------------------------------------
PIMCO Short-Term Money market instruments 0-1 yr B to Aaa; max 10% 0-5%
and short maturity below Baa
fixed
income securities
--------------------------------------------------------------------------------------------------------------------
PIMCO Low Duration Short and intermediate 1-3 yrs B to Aaa; max 10% 0-20%
maturity fixed income below Baa
securities
-----------------------------------------------------------------------------------------------------------------------------------
Intermediate- PIMCO Moderate Duration Short and intermediate 2-5 yrs B to Aaa; max 10% 0-20%
Term maturity fixed income below Baa
Bond Funds securities
--------------------------------------------------------------------------------------------------------------------
PIMCO Real Return Bond Inflation-indexed fixed N/A B to Aaa; max 10% 0-35%
income securities below Baa
--------------------------------------------------------------------------------------------------------------------
PIMCO Total Return Intermediate maturity 3-6 yrs B to Aaa; max 10% 0-20%
fixed income securities below Baa
--------------------------------------------------------------------------------------------------------------------
PIMCO Total Return II Same as PIMCO Total Return 3-6 yrs Baa to Aaa 0%
Fund, except that the
Fund is subject to
credit quality and
foreign issuer
restrictions
--------------------------------------------------------------------------------------------------------------------
PIMCO High Yield Higher yielding fixed 2-6 yrs B to Aaa; min 65% 0%
income securities below Baa
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term PIMCO Long-Term U.S. Government Long-term maturity (greater than A to Aaa 0%
Bond fixed income securities or equal to)
Funds 8 yrs
-----------------------------------------------------------------------------------------------------------------------------------
International PIMCO Global Bond Intermediate maturity 3-7 yrs B to Aaa; max 10% 25-75%
Bond U.S. and foreign fixed below Baa
Funds income
securities
--------------------------------------------------------------------------------------------------------------------
PIMCO Foreign Bond Intermediate maturity 3-7 yrs B to Aaa; max 10% (greater
hedged foreign fixed below Baa than or
income equal to)
securities 85%
--------------------------------------------------------------------------------------------------------------------
PIMCO Emerging Markets Bond Emerging market fixed 0-8 yrs B to Aaa (greater
income securities than or
equal to)
80%
</TABLE>
1. As rated by Moody's Investors Service, Inc., or if unrated, de-
termined by Pacific Investment Management to be of comparable
quality.
2. Percentage limitations relate to foreign currency-denominated
securities for all Underlying Bond Funds except PIMCO Foreign
Bond, Global Bond and Emerging Markets Bond Funds. Percentage lim-
itations for these three Funds relate to securities of foreign is-
suers, denominated in any currency. Each Underlying Bond Fund (ex-
cept PIMCO Long-Term U.S. Government Fund) may invest beyond these
limits in U.S. dollar-denominated securities of foreign issuers.
PIMCO Long-Term U.S. Government Fund may not invest in any securi-
ties of foreign issuers.
12 PIMCO Funds Asset Allocation Series
<PAGE>
Each Underlying Bond Fund will normally invest at least 65% of
its assets in the following types of securities, which, unless
provided above, may be issued by domestic or foreign entities and
denominated in U.S. dollars or foreign currencies: securities is-
sued or guaranteed by the U.S. Government, its agencies or instru-
mentalities ("U.S. Government securities"); corporate debt securi-
ties, including convertible securities and corporate commercial
paper; mortgage-backed and other asset-backed securities; infla-
tion-indexed bonds issued by both governments and corporations;
structured notes, including hybrid or "indexed" securities, catas-
trophe bonds and loan participations; delayed funding loans and
revolving credit facilities; bank certificates of deposit, fixed
time deposits and bankers' acceptances; repurchase agreements and
reverse repurchase agreements; debt securities issued by states or
local governments and their agencies, authorities and instrumen-
talities; obligations of foreign governments or their subdivi-
sions, agencies and instrumentalities; and obligations of interna-
tional agencies or supranational entities. Fixed income securities
may have fixed, variable, or floating rates of interest, including
rates of interest that vary inversely at a multiple of a desig-
nated or floating rate, or that vary according to changes in rela-
tive values of currencies. Most of the Underlying Bond Funds may
(but are not required to) make substantial use of derivative in-
struments or use a series of purchase and sale contracts or other
investment techniques to obtain market exposure to the securities
in which they primarily invest.
Additional
Underlying Funds
In addition to the Funds listed above, a Portfolio may invest in
additional Underlying Funds, including those that may become
available for investment in the future, at the discretion of PIMCO
Advisors and without shareholder approval.
Principal Risks of the
Underlying Funds
There can be no assurance that the investment objectives of any of
the Underlying Funds will be achieved. The following summarizes
principal risks associated with investments in the Underlying
Funds. The summary is not intended to be exhaustive. For a more
complete description of these risks, please refer to "Investment
Objectives and Policies" in the Statement of Additional Informa-
tion and "Characteristics and Risks of Securities and Investment
Techniques" in the Underlying Fund Prospectuses, which are incor-
porated herein by reference and are available free of charge by
telephoning the Distributor at 1-800-426-0107.
Market Risk Most securities in which the Underlying Funds invest
are subject to some degree of market risk, which is the risk of
unfavorable market-induced changes in the value of a security. The
following summarizes general market risks associated with invest-
ments in fixed income and equity securities.
Fixed Income Securities Changes in the market values of fixed
income securities (i.e., capital appreciation or depreciation) are
largely a function of changes in the current level of interest
rates. The value of an Underlying Fund's investments in fixed in-
come securities will typically change as the level of interest
rates fluctuate. During periods of falling interest rates, the
value of fixed income securities generally rise. Conversely, dur-
ing periods of rising interest rates, the value of fixed income
securities generally decline.
"Duration" is one measure of the expected life of a fixed in-
come security. When interest rates are falling, a portfolio with a
shorter duration will generally not generate as high a level of
total return as a portfolio with a longer duration. When interest
rates are rising, a portfolio with a shorter duration will gener-
ally outperform a longer duration portfolio. When interest rates
are flat, shorter duration portfolios generally will not generate
as high a level of total return as longer duration portfolios (as-
suming that long-term interest rates are higher than short-term
rates, which is commonly the case). Accordingly, longer duration
portfolios generally have a greater potential for total return
than shorter duration portfolios, but are also subject to greater
levels of market risk and price volatility. Therefore, Underlying
Bond Funds with longer average portfolio durations (e.g., PIMCO
Long-Term U.S. Government Fund) are generally subject to higher
levels of market risk than Funds with shorter durations (e.g.,
PIMCO Money Market, Short-Term and Low Duration Funds). Also, some
portfolios (e.g., those with mortgage-backed and other prepayable
securities) have changing durations and may have increasing dura-
tions precisely when that is least advantageous (i.e., when inter-
est rates are rising).
Certain types of securities in which the Underlying Bond Funds
may invest are particularly sensitive to fluctuations in
prevailing interest rates and have relatively high levels of
market risk. These include various mortgage- related securities
(for instance, the interest-only or "IO" class of a stripped
mortgage-backed security) and "zero
November 1, 1998 Prospectus 13
<PAGE>
coupon" securities (fixed income securities, including certain
U.S. Government securities, that do not make periodic interest
payments and are purchased at a discount from their value at
maturity). Please see "Investment Objectives and Policies" in the
Statement of Additional Information for a description of these and
other fixed income securities that are particularly sensitive to
market risk.
Equity Securities Changes in the market values of equity secu-
rities (i.e., capital appreciation or depreciation) may depend
upon a number of factors, including: general economic and market
conditions, prospects of the security's issuer, changing interest
rates, real or perceived economic and competitive industry condi-
tions, and currency exchange rates. Generally, over the long term,
the total return obtained by a portfolio that invests primarily in
equity securities has historically been greater than that obtained
by a portfolio that invests primarily in fixed income securities.
However, an equity portfolio is generally subject to greater mar-
ket risk and price volatility than a fixed income portfolio and is
considered to be a more aggressive investment.
Credit Risk of Fixed Income Securities Credit risk associated with
investments in fixed income securities relates to the ability of
the issuer to make scheduled payments of principal and interest on
an obligation. The Underlying Funds that invest in fixed income
securities are subject to varying degrees of risk that the issuers
of the securities will have their credit ratings downgraded or
will default, potentially reducing the Underlying Fund's share
price and income level. Nearly all fixed income securities are
subject to some credit risk, whether the issuers of the securities
are corporations, states and local governments or foreign govern-
ments. Even certain U.S. Government securities are subject to
credit risk.
Credit risk is particularly acute for Underlying Funds which
invest in so-called "high-yield" securities or "junk" bonds, which
are fixed income securities rated lower than Baa by Moody's In-
vestors Service, Inc. ("Moody's") or BBB by Standard & Poor's Rat-
ings Services ("S&P"), or are determined to be of comparable qual-
ity to securities so rated. While such securities offer the poten-
tial for higher investment returns than higher-rated securities,
they carry a high degree of credit risk and are considered predom-
inantly speculative with respect to the issuer's continuing abil-
ity to meet principal and interest payments. High yield securities
may also be more susceptible to real or perceived adverse economic
and competitive industry conditions and may be less liquid than
higher-rated securities. Accordingly, Underlying Funds which in-
vest a significant portion of their assets in high yield securi-
ties (e.g., PIMCO High Yield and Emerging Markets Bond Funds) are
subject to substantial credit risk, while Funds that invest in
higher quality securities (e.g., PIMCO Money Market and Long-Term
U.S. Government Funds) are subject to less credit risk.
Investments in Companies with Small Market Capitalizations Certain
Underlying Stock Funds (in particular, PIMCO Micro-Cap Growth,
Small-Cap Value and Small-Cap Growth Funds) invest in common stock
of companies with market capitalizations that are small compared
to other publicly traded companies. Investments in smaller, less
seasoned companies may present greater opportunities for growth
and capital appreciation, but also involve greater risks than cus-
tomarily are associated with larger, more established companies.
These companies may have limited product lines, markets or finan-
cial resources, or they may be dependent upon a limited management
group. In addition, their securities may be traded in the over-
the-counter market or on a regional exchange, or may otherwise
have limited liquidity.
Foreign Securities and Currencies Many Underlying Funds (in par-
ticular, PIMCO International, International Growth, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets,
Global Bond, Foreign Bond and Emerging Markets Bond Funds) invest
in securities of foreign issuers, securities traded principally in
securities markets outside the United States and/or securities de-
nominated in foreign currencies (together, "foreign securities").
Investing in foreign securities involves special risks not typ-
ically associated with investing in U.S. securities. These risks
include: differences in accounting, auditing and financial report-
ing standards; generally higher commission rates on foreign port-
folio transactions; higher custodial costs; the possibility that
foreign taxes will be charged on dividends and interest payable on
foreign securities; the possibility of nationalization, expropria-
tion or confiscatory
14 PIMCO Funds Asset Allocation Series
<PAGE>
taxation; adverse changes in investment or exchange control regu-
lations (which may include suspension of the ability to transfer
currency from a country); political instability; the possibility
of unfavorable foreign economic factors; and greater price vola-
tility.
Certain Underlying Funds (in particular, PIMCO Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets and
Emerging Markets Bond Funds) may invest in the securities of is-
suers based in countries with developing or "emerging market"
economies. These securities may present market, credit, currency,
liquidity, legal, political and other risks greater than, or in
addition to, risks of investing in developed foreign countries.
These risks include: high currency exchange rate fluctuations;
greater social, economic and political uncertainty and instability
(including the risk of war); more substantial governmental in-
volvement in the economy; less governmental supervision and regu-
lation of the securities markets and participants in those mar-
kets; unavailability of currency hedging techniques in certain
emerging market countries; the fact that companies in emerging
market countries may be newly organized and may be smaller and
less seasoned companies; the difference in, or lack of, auditing
and financial reporting standards, which may result in unavaila-
bility of material information about issuers; different clearance
and settlement procedures, which may be unable to keep pace with
the volume of securities transactions or otherwise make it diffi-
cult to engage in such transactions; the risk that it may be more
difficult to obtain and/or enforce legal judgments in foreign ju-
risdictions; and significantly smaller market capitalizations of
emerging market issuers.
Underlying Funds that invest in fixed income securities denomi-
nated in foreign currencies or in foreign currencies and related
derivative instruments (in particular, PIMCO Global Bond, Foreign
Bond and Emerging Markets Bond Funds) and Underlying Funds that
invest in equity securities traded principally in foreign curren-
cies, may be adversely affected by changes in foreign currency ex-
change rates. Those rates may fluctuate significantly over short
periods of time for a number of reasons, including the forces of
supply and demand in the foreign exchange markets, actual or per-
ceived changes in interest rates, and intervention (or the failure
to intervene) by U.S. or foreign governments or central banks, or
by currency controls or political developments in the U.S. or
abroad. For example, significant uncertainty surrounds the pro-
posed introduction of the euro (a common currency unit for the Eu-
ropean Union) in January 1999 and its effect on the value of secu-
rities denominated in local European currencies. For a more com-
plete discussion of foreign currency risks (including those asso-
ciated with the euro), please see "Investment Objectives and Poli-
cies--Foreign Currencies" in the Statement of Additional Informa-
tion.
Derivative Instruments The Underlying Funds (with the exception of
PIMCO Money Market Fund) may (but are not required to) utilize a
number of derivative instruments for risk management purposes or
as part of their investment strategies. These include futures con-
tracts, options contracts, options on futures contracts, forward
contracts and swap agreements. Generally, derivatives are finan-
cial contracts whose value depends upon, or is derived from, the
value of an underlying asset, reference rate or index, and may re-
late to stocks, bonds, interest rates, currencies or currency ex-
change rates, commodities, and related indexes. For a description
of the various derivative instruments that may be utilized by the
Underlying Funds, please see "Investment Objectives and Policies"
in the Statement of Additional Information.
The use of derivatives instruments involves risks different
from, or greater than, the risks associated with investing di-
rectly in securities and other more traditional investments. The
following provides a general discussion of important risk factors
relating to the use of derivative instruments by the Underlying
Funds.
Management Risk Derivative products are highly specialized in-
struments that require investment techniques and risk analyses
different from those associated with stocks and bonds. The use of
a derivative requires an understanding not only of the underlying
instrument but also of the derivative itself, without the benefit
of observing the performance of the derivative under all possible
market conditions.
Credit Risk The use of a derivative involves the risk that a
loss may be sustained as a result of the failure of another party
to the contract (usually referred to as a "counterparty") to make
required payments or otherwise comply with the contract's terms.
Liquidity Risk Liquidity risk exists when a particular deriva-
tive instrument is difficult to purchase or sell. If a derivative
transaction is particularly large or if the relevant market is il-
liquid (as is the case with many privately
November 1, 1998 Prospectus 15
<PAGE>
negotiated derivatives), it may not be possible to initiate a
transaction or liquidate a position at an advantageous time or
price.
Leverage Risk Because many derivatives have a leverage compo-
nent, adverse changes in the value or level of the underlying as-
set, reference rate or index can result in a loss substantially
greater than the amount invested in the derivative itself. Certain
derivatives have the potential for unlimited loss, regardless of
the size of the initial investment. When an Underlying Fund uses
derivatives for leverage, investments in that Fund will tend to be
more volatile, resulting in larger gains or losses in response to
market changes.
Market and Other Risks Like most other investments, derivative
instruments are subject to the general risk that the market value
of the instrument will change in a way detrimental to the invest-
or's interest. Other risks in using derivatives include the risk
of mispricing or improper valuation of derivatives and the inabil-
ity of derivatives to correlate perfectly with underlying assets,
rates and indexes. Many derivatives, in particular privately nego-
tiated derivatives, are complex and often valued subjectively. Im-
proper valuations can result in increased cash payment require-
ments to counterparties or a loss of value to an Underlying Fund.
Also, the value of derivatives may not correlate perfectly, or at
all, with the value of the assets, reference rates or indices they
are designed to closely track. Consequently, an Underlying Fund's
use of derivatives may not always be an effective means of, and
sometimes could be counterproductive to, furthering the Fund's in-
vestment objective or risk management strategy. In addition, suit-
able derivative transactions may not be available in all circum-
stances and there can be no assurance that an Underlying Fund will
engage in such transactions at any given time or from time to
time.
A Note on PIMCO StocksPLUS Fund While the objective of PIMCO
StocksPLUS Fund is to achieve a total return which exceeds the to-
tal return performance of the S&P 500, it does so by investing
substantially all of its assets in a combination of equity-based
derivative instruments and a portfolio of fixed income securities.
Consequently, the risks of investing in the Fund include the risks
of derivatives and the risks generally associated with the Under-
lying Bond Funds. To the extent that the Fund invests in S&P 500
derivatives backed by a portfolio of fixed income securities, un-
der certain conditions, generally in a market where the value of
both S&P 500 derivatives and fixed income securities are declin-
ing, the Fund may experience greater losses than would be the case
if it were to invest directly in a portfolio of S&P 500 stocks.
Certain Other Miscellaneous Investment Practices In addition to
investing in the securities listed above under "Primary Invest-
ments," some or all of the Underlying Funds may to varying
extents: lend portfolio securities; enter into repurchase agree-
ments and reverse repurchase agreements; purchase and sell securi-
ties on a when-issued or delayed delivery basis; enter into for-
ward commitments to purchase securities; purchase and write call
and put options on securities and securities indexes; enter into
futures contracts, options on futures contracts and swap agree-
ments; invest in foreign securities; and buy or sell foreign cur-
rencies and enter into forward foreign currency contracts. These
and the other types of securities and investment techniques used
by the Underlying Funds all have attendant risks. The Portfolios
are indirectly subject to some or all of these risks to varying
degrees because they invest all of their assets in the Underlying
Funds. For further information concerning the investment practices
of and risks associated with the Underlying Funds, please see "In-
vestment Objectives and Policies" in the Statement of Additional
Information and the Underlying Fund Prospectuses, which are incor-
porated herein by reference and are available free of charge by
telephoning the Distributor at 1-800-426-0107.
Performance Information
From time to time the Trust may make available certain information
about the performance of the Class A, Class B and Class C shares
of some or all of the Portfolios. Information about a Portfolio's
performance is based on that Portfolio's record to a recent date
and is not intended to indicate future performance. Performance
information is computed separately for each Portfolio's Class A,
Class B and Class C shares in accordance with the formulas de-
scribed below. Because Class B and Class C shares bear the expense
of the distribution fee attending the deferred sales
16 PIMCO Funds Asset Allocation Series
<PAGE>
charge (Class B) and asset based sales charge (Class C) alterna-
tives and certain other expenses, it is expected that, under nor-
mal circumstances, the level of performance of a Portfolio's Class
B and Class C shares will be lower than that of the Portfolio's
Class A shares, although an investment in Class B or Class C
shares is not reduced by the front-end sales charge generally ap-
plicable to an investment in Class A shares.
The total return of Class A, Class B and/or Class C shares of
all Portfolios may be included in advertisements or other written
material. When a Portfolio's total return is advertised with re-
spect to its Class A, Class B and/or Class C shares, it will be
calculated for the past year, the past five years, and the past
ten years (or if the Portfolio has been offered for a period
shorter than one, five or ten years, that period will be substi-
tuted) since the establishment of the Portfolio, as more fully de-
scribed in the Statement of Additional Information. Total return
for each class is measured by comparing the value of an investment
in the Portfolio at the beginning of the relevant period (in the
case of Class A shares, giving effect to the maximum initial sales
charge) to the redemption value of the investment in the Portfolio
at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions at net asset value and
giving effect to the deduction of the maximum CDSC which would be
payable). Total return may be advertised using alternative methods
that reflect all elements of return.
Quotations of yield for a Portfolio or class will be based on
the investment income per share (as defined by the Securities and
Exchange Commission) during a particular 30-day (or one-month) pe-
riod (including dividends and interest), less expenses accrued
during the period ("net investment income"), and will be computed
by dividing net investment income by the maximum public offering
price per share on the last day of the period.
The Portfolios may also provide current distribution informa-
tion to their shareholders in shareholder reports or other share-
holder communications, or in certain types of sales literature
provided to prospective investors. Current distribution informa-
tion for a particular class of a Portfolio will be based on dis-
tributions for a specified period (i.e., total dividends from net
investment income), divided by the relevant class net asset value
per share on the last day of the period and annualized. Current
distribution rates differ from standardized yield rates in that
they represent what a class of a Portfolio has declared and paid
to shareholders as of the end of a specified period rather than
the Portfolio's actual net investment income for that period.
The Adviser may also report to shareholders or to the public in
advertisements concerning its performance as adviser to clients
other than the Portfolios, and on its comparative performance or
standing in relation to other money managers. Such comparative in-
formation may be compiled or provided by independent ratings serv-
ices or by news organizations. Any performance information,
whether related to the Portfolios, the Adviser or an advisory af-
filiate of the Adviser, should be considered in light of the Port-
folios' investment objectives and policies, characteristics and
quality of the Portfolios' investments, and the market conditions
during the time period indicated, and should not be considered to
be representative of what may be achieved by the Portfolios in the
future.
Investment results of the Portfolios will fluctuate over time,
and any representation of the Portfolios' total return or yield
for any prior period should not be considered as a representation
of what an investor's total return or yield may be in any future
period.
How to Buy Shares
Class A, Class B and Class C shares of each Portfolio are continu-
ously offered through the Trust's principal underwriter, PIMCO
Funds Distributors LLC (the "Distributor"), and through other
firms which have dealer agreements with the Distributor ("partici-
pating brokers") or which have agreed to act as introducing bro-
kers for the Distributor ("introducing brokers").
There are two ways to purchase Class A, Class B or Class C
shares: either 1) through your dealer or broker which has a dealer
agreement with the Distributor; or 2) directly by mailing a PIMCO
Funds account application (an "account application") with payment,
as described below under the heading Direct Investment, to the
Distributor (if no dealer is named in the account application, the
Distributor may act as dealer).
November 1, 1998 Prospectus 17
<PAGE>
Each Portfolio currently offers and sells three classes of
shares in this Prospectus (Class A, Class B and Class C). Shares
may be purchased at a price equal to their net asset value per
share next determined after receipt of an order, plus a sales
charge which, at the election of the purchaser, may be imposed ei-
ther (i) at the time of the purchase in the case of Class A shares
(the "initial sales charge alternative"), (ii) on a contingent de-
ferred basis in the case of Class B shares (the "deferred sales
charge alternative"), or (iii) by the deduction of an ongoing as-
set based sales charge in the case of Class C shares (the "asset
based sales charge alternative"). In certain circumstances, Class
A and Class C shares are also subject to a CDSC. See "Alternative
Purchase Arrangements." Purchase payments for Class B and Class C
shares are fully invested at the net asset value next determined
after acceptance of the trade. Purchase payments for Class A
shares, less the applicable sales charge, are invested at the net
asset value next determined after acceptance of the trade.
All purchase orders received by the Distributor prior to the
close of regular trading (normally 4:00 p.m., Eastern time) on the
New York Stock Exchange (the "Exchange"), on a regular business
day, are processed at that day's offering price. However, orders
received by the Distributor from dealers or brokers after the of-
fering price is determined that day will receive such offering
price if the orders were received by the dealer or broker from its
customer prior to such determination and were transmitted to and
received by the Distributor prior to its close of business that
day (normally 5:00 p.m., Eastern time) or, in the case of certain
retirement plans, received by the Distributor prior to 9:30 a.m.,
Eastern time on the next business day. Purchase orders received on
other than a regular business day will be executed on the next
succeeding regular business day. The Distributor, in its sole dis-
cretion, may accept or reject any order for purchase of Portfolio
shares. The sale of shares will be suspended during any period in
which the Exchange is closed for other than weekends or holidays,
or if permitted by the rules of the Securities and Exchange Com-
mission, when trading on the Exchange is restricted or during an
emergency which makes it impracticable for the Portfolios to dis-
pose of their securities or to determine fairly the value of their
net assets, or during any other period as permitted by the Securi-
ties and Exchange Commission for the protection of investors.
Except for purchases through the PIMCO Funds Auto-Invest plan,
the PIMCO Funds Auto-Exchange plan, investments pursuant to the
Uniform Gifts to Minors Act, and tax-qualified and wrap programs
referred to below under "Tax-Qualified Retirement Plans" and
"Sales at Net Asset Value," the minimum initial investment in
Class A, Class B or Class C shares of any Portfolio or other se-
ries of the Trust or any series of PIMCO Funds: Pacific Investment
Management Series is $2,500, and the minimum additional investment
is $100 per Portfolio. For information about dealer commissions,
see "Alternative Purchase Arrangements" below. Persons selling
Portfolio shares may receive different compensation for selling
Class A, Class B or Class C shares. Normally, Portfolio shares
purchased through participating brokers are held in the investor's
account with that broker. No share certificates will be issued un-
less specifically requested in writing by an investor or broker-
dealer.
Direct Investors who wish to invest in Class A, Class B or Class C shares
Investment of the Portfolios directly, rather than through a participating
broker, may do so by opening an account with the Distributor. To
open an account, an investor should complete the account applica-
tion. All shareholders who open direct accounts with the Distribu-
tor will receive from the Distributor individual confirmations of
each purchase, redemption, dividend reinvestment, exchange or
transfer of Trust shares, including the total number of Trust
shares owned as of the confirmation date, except that purchases
which result from the reinvestment of daily-accrued dividends
and/or distributions will be confirmed once each calendar quarter.
See "Distributions" below. Information regarding direct investment
or any other features or plans offered by the Trust may be ob-
tained by calling the Distributor at 1-800-426-0107 or by calling
your broker.
Purchase by
Mail Investors who wish to invest directly may send a check payable to
PIMCO Funds Distributors LLC, along with a completed application
form to:
PIMCO Funds Distributors LLC
P.O. Box 5866
Providence, RI 02940-0926
18 PIMCO Funds Asset Allocation Series
<PAGE>
Purchases are accepted subject to collection of checks at full
value and conversion into federal funds. Payment by a check drawn
on any member of the Federal Reserve System can normally be con-
verted into federal funds within two business days after receipt
of the check. Checks drawn on a non-member bank may take up to 15
days to convert into federal funds. In all cases, the purchase
price is based on the net asset value next determined after the
purchase order and check are accepted, even though the check may
not yet have been converted into federal funds.
Subsequent Subsequent purchases of Class A, Class B or Class C shares can be
Purchases made as indicated above by mailing a check with a letter describ-
of ing the investment or with the additional investment portion of a
Shares confirmation statement. Except for subsequent purchases through
the PIMCO Funds Auto-Invest plan, the PIMCO Funds Auto-Exchange
plan, tax-qualified programs and PIMCO Funds Fund Link referred to
below, and except during periods when an Automatic Withdrawal Plan
is in effect, the minimum subsequent purchase is $100 in any Port-
folio. All payments should be made payable to PIMCO Funds Distrib-
utors LLC and should clearly indicate the shareholder's account
number. Checks should be mailed to the address above under "Pur-
chase by Mail."
Tax-
Qualified The Distributor makes available retirement plan services and docu-
Retirement ments for Individual Retirement Accounts (IRAs), including Roth
Plans IRAs, for which Boston Safe Deposit & Trust Company (see "Change
in Transfer Agent" below) serves as trustee and for IRA Accounts
established with Form 5305-SIMPLE under the Internal Revenue Code
of 1986, as amended (the "Code"). These accounts include Simpli-
fied Employee Pension Plan (SEP) and Salary Reduction Simplified
Employee Pension Plan (SAR/SEP) IRA accounts and prototype docu-
ments. In addition, prototype documents are available for estab-
lishing 403(b)(7) custodial accounts with Boston Safe Deposit &
Trust Company as custodian. This type of plan is available to em-
ployees of certain non-profit organizations.
The Distributor also makes available prototype documents for
establishing Money Purchase and/or Profit Sharing plans and 401(k)
Retirement Savings Plans. These prototype plans require certain
minimum per participant account sizes and certain minimum aggre-
gate investments in the Trust, but are not subject to the small
account fees described below that will apply to other plans. In-
vestors should call the Distributor at 1-800-426-0107 for further
information about these plans and should consult with their own
tax advisers before establishing any retirement plan. Investors
who maintain their accounts with participating brokers should con-
sult their broker about similar types of accounts that may be of-
fered through the broker. The minimum initial investment for all
tax-qualified plans (except for employer-sponsored plans, SIMPLE
IRAs, SEPs and SAR/SEPs) is $1,000 per Portfolio and the minimum
subsequent investment is $100. The minimum initial investment for
employer-sponsored plans, SIMPLE IRAs, SEPs and SAR/SEPs and the
minimum subsequent investment per Portfolio for all such plans is
$50.
PIMCO Funds The PIMCO Funds Auto-Invest plan provides for periodic investments
Auto-Invest into the shareholder's account with the Trust by means of auto-
matic transfers of a designated amount from the shareholder's bank
account. The minimum investment for eligibility in the PIMCO Funds
Auto-Invest plan is $1,000 per Portfolio. Investments may be made
monthly or quarterly, and may be in any amount subject to a mini-
mum of $50 per month for each Portfolio in which shares are pur-
chased through the plan. Further information regarding the PIMCO
Funds Auto-Invest plan is available from the Distributor or par-
ticipating brokers. You may enroll by completing the appropriate
section on the account application, or you may obtain an Auto-In-
vest application by calling the Distributor or your broker.
PIMCO Funds
Auto-Exchange
The PIMCO Funds Auto-Exchange plan establishes regular, periodic
exchanges from one Portfolio to another Portfolio or other series
of the Trust or PIMCO Funds: Pacific Investment Management Series
which offers Class A, Class B or Class C shares. The plan provides
for regular investments into a shareholder's account in a specific
Portfolio by means of automatic exchanges of a designated amount
from an account for another Portfolio or other series of the same
class of shares and with identical account registration.
Exchanges may be made monthly or quarterly, and may be in any
amount subject to a minimum of $1,000 to open a new Portfolio ac-
count and of $50 for any existing Portfolio account for which
shares are purchased through the
November 1, 1998 Prospectus 19
<PAGE>
plan. Further information regarding the PIMCO Funds Auto-Exchange
plan is available from the Distributor at 1-800-426-0107 or par-
ticipating brokers. You may enroll by completing an application
which may be obtained from the Distributor or by telephone request
at 1-800-426-0107. For more information on exchanges, see "Ex-
change Privilege."
PIMCO Funds
Fund Link PIMCO Funds Fund Link ("Fund Link") connects your Portfolio ac-
count with a bank account. Fund Link may be used for subsequent
purchases and for redemptions and other transactions described un-
der "How to Redeem." Purchase transactions are effected by elec-
tronic funds transfers from the shareholder's account at a U.S.
bank or other financial institution that is an Automated Clearing
House ("ACH") member. Investors may use Fund Link to make subse-
quent purchases of shares in amounts from $50 to $10,000. To ini-
tiate such purchases, call 1-800-426-0107. All such calls will be
recorded. Fund Link is normally established within 45 days of re-
ceipt of a Fund Link application by First Data Investor Services
Group, Inc. (the "Transfer Agent"). The minimum investment by Fund
Link is $50 per Portfolio. Shares will be purchased on the regular
business day the Distributor receives the funds through the ACH
system, provided the funds are received before the close of regu-
lar trading on the Exchange. If the funds are received after the
close of regular trading, the shares will be purchased on the next
regular business day.
Fund Link privileges must be requested on the account applica-
tion. To establish Fund Link on an existing account, complete a
Fund Link application, which is available from the Distributor or
your broker, with signatures guaranteed from all shareholders of
record for the account. See "Signature Guarantee" below. Such
privileges apply to each shareholder of record for the account un-
less and until the Distributor receives written instructions from
a shareholder of record canceling such privileges. Changes of bank
account information must be made by completing a new Fund Link ap-
plication signed by all owners of record of the account, with all
signatures guaranteed. The Distributor, the Transfer Agent and the
Trust may rely on any telephone instructions believed to be genu-
ine and will not be responsible to shareholders for any damage,
loss or expenses arising out of such instructions. The Trust re-
serves the right to amend, suspend or discontinue Fund Link privi-
leges at any time without prior notice. Fund Link does not apply
to shares held in broker "street name" accounts.
Signature When a signature guarantee is called for, the shareholder should
Guarantee have "Signature Guaranteed" stamped under his signature and guar-
anteed by any of the following entities: U.S. banks, foreign banks
having a U.S. correspondent bank, credit unions, savings associa-
tions, U.S. registered dealers and brokers, municipal securities
dealers and brokers, government securities dealers and brokers,
national securities exchanges, registered securities associations
and clearing agencies (each an "Eligible Guarantor Institution").
The Distributor reserves the right to reject any signature guaran-
tee pursuant to its written signature guarantee standards or pro-
cedures, which may be revised in the future to permit it to reject
signature guarantees from Eligible Guarantor Institutions that do
not, based on credit guidelines, satisfy such written standards or
procedures. The Trust may change the signature guarantee require-
ments from time to time upon notice to shareholders, which may be
given by means of a new or supplemented Prospectus.
Account Changes in registration or account privileges may be made in writ-
Registrationing to the Transfer Agent. Signature guarantees may be required.
Changes See "Signature Guarantee" above. All correspondence must include
the account number and must be sent to:
PIMCO Funds Distributors LLC
P.O. Box 5866
Providence, RI 02940-0926
Small
Account Because of the disproportionately high costs of servicing accounts
Fee with low balances, a fee at an annual rate of $16, paid to PIMCO
Advisors, the Portfolios' administrator, will automatically be de-
ducted from direct accounts with balances falling below a minimum
level. The valuation of accounts and the deduction are expected to
take place during the last five business days of each calendar
quarter. The fee will be deducted in quarterly installments from
20 PIMCO Funds Asset Allocation Series
<PAGE>
accounts with balances below $2,500 except for Uniform Gift to Mi-
nors, IRA, Roth IRA and Auto-Invest accounts, for which the limit
is $1,000. Effective April 1, 1999, except for prototype plans de-
scribed above, the fee will apply to employer-sponsored retirement
plan accounts, Money Purchase and/or Profit Sharing plans, 401(k)
plans, 403(b)(7) custodial accounts, SIMPLE IRAs, SEPs and
SAR/SEPs. (A separate custodial fee may apply to IRAs, Roth IRAs
and other retirement accounts.) No fee will be charged on any ac-
count of a shareholder if the aggregate value of all of the share-
holder's accounts is at least $50,000. No small account fee will
be charged to employee and employee-related accounts of PIMCO Ad-
visors and/or its affiliates.
Minimum Due to the relatively high cost to the Portfolios of maintaining
Account small accounts, you are asked to maintain an account balance of at
Size least the amount necessary to open the type of account involved.
If your balance is below such minimum for three months or longer,
the Portfolios' administrator shall have the right (except in the
case of employer-sponsored retirement accounts) to close your ac-
count after giving you 60 days in which to increase your balance.
Your account will not be liquidated if the reduction in size is
due solely to market decline in the value of your Portfolio shares
or if the aggregate value of all your accounts in PIMCO Funds ex-
ceeds $50,000.
Alternative Purchase Arrangements
The Trust offers investors three classes of shares in this Pro-
spectus (Class A, Class B and Class C) which bear sales charges in
different forms and amounts and which bear different levels of ex-
penses. The alternative purchase arrangements offered in this Pro-
spectus are designed to enable a retail investor to choose the
method of purchasing Portfolio shares that is most beneficial to
the investor based on all factors to be considered, which include:
the amount and intended length of the investment; the particular
Portfolio; and whether the investor intends to exchange shares for
shares of other PIMCO Funds. Generally, when making an investment
decision, investors should consider the anticipated life of an in-
tended investment in the Portfolios, the accumulated distribution
and servicing fees plus CDSCs on Class B or Class C shares, the
initial sales charge plus accumulated servicing fees on Class A
shares (plus a CDSC in certain circumstances), the possibility
that the anticipated higher return on Class A shares due to the
lower ongoing charges will offset the initial sales charge paid on
such shares, the automatic conversion of Class B shares to Class A
shares and the difference in the CDSCs applicable to Class A,
Class B and Class C shares.
Class A The initial sales charge alternative (Class A) might be
preferred by investors purchasing shares of sufficient aggregate
value to qualify for reductions in the initial sales charge appli-
cable to such shares. Similar reductions are not available on the
contingent deferred sales charge alternative (Class B) or the as-
set based sales charge alternative (Class C). Class A shares are
subject to a servicing fee but are not subject to a distribution
fee and, accordingly, such shares are expected to pay correspond-
ingly higher dividends on a per share basis. However, because ini-
tial sales charges are deducted at the time of purchase, not all
of the purchase payment for Class A shares is invested initially.
Class B and Class C shares might be preferable to investors who
wish to have all purchase payments invested initially, although
remaining subject to higher distribution and servicing fees and,
for certain periods, being subject to a CDSC. An investor who
qualifies for an elimination of the Class A initial sales charge
should also consider whether he or she anticipates redeeming
shares in a time period which will subject such shares to a CDSC
as described below. See "Initial Sales Charge Alternative--Class A
Shares--Class A Deferred Sales Charge" below.
Class B Class B shares might be preferred by investors who intend
to invest in the Portfolios for longer periods and who do not in-
tend to purchase shares of sufficient aggregate value to qualify
for sales charge reductions applicable to Class A shares. Both
Class B and Class C shares can be purchased at net asset value
without an initial sales charge. However, unlike Class C shares,
Class B shares convert into Class A shares after the shares have
been held for seven years. After the conversion takes place, the
shares will no longer be subject to a CDSC, and will be subject to
the servicing fees charged for Class A shares which are lower than
the distribution and servicing fees charged on either
November 1, 1998 Prospectus 21
<PAGE>
Class B or Class C shares. See "Deferred Sales Charge Alterna-
tive--Class B Shares" below. Class B shares are not available for
purchase by employer sponsored retirement plans.
Class C Class C shares might be preferred by investors who intend
to purchase shares which are not of sufficient aggregate value to
qualify for Class A sales charges of 1% or less and who wish to
have all purchase payments invested initially. Class C shares are
preferable to Class B shares for investors who intend to maintain
their investment for intermediate periods and therefore may also
be preferable for investors who are unsure of the intended length
of their investment. Unlike Class B shares, Class C shares are not
subject to a CDSC after they have been held for one year and are
subject to only a 1% CDSC during the first year. However, because
Class C shares do not convert into Class A shares, Class B shares
are preferable to Class C shares for investors who intend to main-
tain their investment in the Portfolios for long periods. See "As-
set Based Sales Charge Alternative--Class C Shares" below.
In determining which class of shares to purchase, an investor
should always consider whether any waiver or reduction of a sales
charge or a CDSC is available. See generally "Initial Sales Charge
Alternative--Class A Shares" and "Waiver of Contingent Deferred
Sales Charges" below.
The maximum single purchase of Class B shares of the Portfolios
and other series of the Trust and PIMCO Funds: Pacific Investment
Management Series accepted is $249,999. The maximum single pur-
chase of Class C shares of the Portfolios and other series of the
Trust and PIMCO Funds: Pacific Investment Management Series ac-
cepted is $999,999. The Portfolios may refuse any order to pur-
chase shares.
For a description of the Distribution and Servicing Plans and
distribution and servicing fees payable thereunder with respect to
Class A, Class B and Class C shares, see "Distributor and Distri-
bution and Servicing Plans" below.
Waiver of Contingent Deferred Sales Charges The CDSC applicable to
Class A and Class C shares is currently waived for (i) any partial
or complete redemption in connection with (a) required minimum
distributions to IRA account owners or beneficiaries who are age
70 1/2 or older or (b) distributions to participants in employer-
sponsored retirement plans upon attaining age 59 1/2 or on account
of death or disability;* (ii) any partial or complete redemption
in connection with a qualifying loan or hardship withdrawal from
an employer sponsored retirement plan; (iii) any
complete redemption in connection with a distribution from a qual-
ified employer retirement plan in connection with termination of
employment or termination of the employer's plan and the transfer
to another employer's plan or to an IRA (with the exception of a
Roth IRA); (iv) any partial or complete redemption following death
or disability (as defined in the Code) of a shareholder (including
one who owns the shares as joint tenant with his or her spouse)
from an account in which the deceased or disabled is named, pro-
vided the redemption is requested within one year of the death or
initial determination of disability; (v) any redemption resulting
from a return of an excess contribution to a qualified employer
retirement plan or an IRA (with the exception of a Roth IRA); (vi)
up to 10% per year of the value of an account which (a) has the
value of at least $10,000 at the start of such year and (b) is
subject to an Automatic Withdrawal Plan; (vii) redemptions by
Trustees, officers and employees of the Trust, and by directors,
officers and employees of the Distributor and the Adviser; (viii)
redemptions effected pursuant to a Portfolio's right to involun-
tarily redeem a shareholder's account if the aggregate net asset
value of shares held in such shareholder's account is less than a
minimum account size specified in such Portfolio's prospectus;
(ix) involuntary redemptions caused by operation of law; (x) re-
demption of shares of any Portfolio that is combined with another
Portfolio or other series of the Trust or another investment com-
pany, or a personal holding company by virtue of a merger, acqui-
sition or other similar reorganization transaction; (xi) redemp-
tions by a shareholder who is a participant making periodic
------
* This subsection (i) shall read as follows until December 31,
1998: "(i) any partial or complete redemption in connection with
any of the following distributions from a retirement plan,
including a 403(b)(7) custodial account or an IRA (with the
exception of a Roth IRA), that qualify for exemption from the
additional tax on early distributions under Section 72(t) of the
Code: (a) upon attaining age 59 1/2, (b) on account of death or
disability, (c) as part of a series of substantially equal
periodic payments, (d) in the case of an IRA (with the exception
of a Roth IRA), attributable to qualified higher education
expenses or to qualified first-time home-buyer expenses or (e)
in the case of a retirement plan other than an IRA, upon
separation from service after attaining age 55;"
22 PIMCO Funds Asset Allocation Series
<PAGE>
purchases of not less than $50 through certain employer sponsored
savings plans that are clients of a broker-dealer with which the
Distributor has an agreement with respect to such purchases;
(xii) redemptions effected by trustees or other fiduciaries who
have purchased shares for employer sponsored plans, the trustee,
admin-istrator, fiduciary, broker, trust company or registered
invest-ment adviser for which has an agreement with the Distributor
with respect to such purchases; or (xiii) redemptions in connection
with IRA accounts established with Form 5305-SIMPLE under the Code
for which the Trust is the designated financial institution. The
CDSC applicable to Class B shares is currently waived for any
partial or complete redemption in each of the following cases:
(a) in connection with required minimum distributions to IRA ac-
count owners or to plan participants or beneficiaries who are age
70 1/2 or older; (b) following death or disability (as defined in
the Code) of a shareholder (including one who owns the shares as
joint tenant with his or her spouse) from an account in which the
deceased or disabled is named, provided the redemption is re-
quested within one year of the death or initial determination of
disability; and (c) up to 10% per year of the value of an account
which (i) has a value of at least $100,000 at the start of such
year and (ii) is subject to an Automatic Withdrawal Plan. See "How
to Redeem--Automatic Withdrawal Plan." The Distributor may require
documentation prior to waiver of the CDSC for any class, including
distribution letters, certifica-tion by plan administrators,
applicable tax forms, death certifi-cates, physicians'
certificates, etc.
November 1, 1998 Prospectus 23
<PAGE>
Initial Sales Charge
Alternative --
Class A Shares
Class A shares are sold at a public offering price equal to their
net asset value per share plus a sales charge, as set forth below.
As indicated below under "Class A Deferred Sales Charge," certain
investors that purchase $1,000,000 or more of any Portfolio's
Class A shares (and thus pay no initial sales charge) may be sub-
ject to a 1% CDSC if they redeem such shares during the first 18
months after their purchase.
90/10 Portfolio and 60/40 Portfolio
<TABLE>
<CAPTION>
Discount or
Sales Charge as Sales Charge Commission to
Amount of % of Net as % of Public Dealers as % of
Purchase Amount Invested Offering Price Public Offering Price
-------------------------------------------------------------------------
<S> <C> <C> <C>
$0 - $49,999 5.82% 5.50% 4.75%
-------------------------------------------------------------------------
$50,000 - $99,999 4.71% 4.50% 4.00%
-------------------------------------------------------------------------
$100,000 - $249,999 3.63% 3.50% 3.00%
-------------------------------------------------------------------------
$250,000 - $499,999 2.56% 2.50% 2.00%
-------------------------------------------------------------------------
$500,000 - $999,999 2.04% 2.00% 1.75%
-------------------------------------------------------------------------
$1,000,000+ 0.00%(/1/) 0.00%(/1/) 0.75%(/2/)
</TABLE>
30/70 Portfolio
<TABLE>
<CAPTION>
Discount or
Sales Charge as Sales Charge Commission to
Amount of % of Net as % of Public Dealers as % of
Purchase Amount Invested Offering Price Public Offering Price
-------------------------------------------------------------------------
<S> <C> <C> <C>
$0 - $49,999 4.71% 4.50% 4.00%
-------------------------------------------------------------------------
$50,000 - $99,999 4.17% 4.00% 3.50%
-------------------------------------------------------------------------
$100,000 - $249,999 3.63% 3.50% 3.00%
-------------------------------------------------------------------------
$250,000 - $499,999 2.56% 2.50% 2.00%
-------------------------------------------------------------------------
$500,000 - $999,999 2.04% 2.00% 1.75%
-------------------------------------------------------------------------
$1,000,000+ 0.00%(/1/) 0.00%(/1/) 0.50%(/2/)
</TABLE>
1. As shown, investors that purchase more than $1,000,000 of any
Portfolio's Class A shares will not pay any initial sales charge
on such purchase. However, purchasers of $1,000,000 or more of
Class A shares (other than those purchasers described below under
"Sales at Net Asset Value" where no commission is paid) will be
subject to a CDSC of 1% if such shares are redeemed during the
first 18 months after such shares are purchased unless such pur-
chaser is eligible for a waiver of the CDSC as described under
"Waiver of Contingent Deferred Sales Charges" above. See "Class A
Deferred Sales Charge" below.
2. The Distributor will pay a commission to dealers who sell
amounts of $1,000,000 or more of Class A shares (or who sell Class
A shares at net asset value to certain employer-sponsored plans as
outlined in "Sales at Net Asset Value" below) of the 90/10 Portfo-
lio and the 60/40 Portfolio according to the following schedule:
0.75% of the first $2,000,000, 0.50% of amounts from $2,000,001 to
$5,000,000, and 0.25% of amounts over $5,000,000; and of the 30/70
Portfolio according to the following schedule: 0.50% of the first
$2,000,000, and 0.25% of amounts over $2,000,000.
Each Portfolio receives the entire net asset value of its Class
A shares purchased by investors. The Distributor receives the
sales charge shown above less any applicable discount or commis-
sion "reallowed" to participating brokers in the amounts indicated
in the table above. The Distributor may, however, elect to reallow
the entire sales charge to participating brokers for all sales
with respect to which orders are placed with the Distributor for
any particular Portfolio during a particular period. During such
periods as may from time to time be designated by the Distributor,
the Distributor will pay an additional amount of up to 0.50% of
the purchase price on sales of Class A shares of all or selected
Portfolios purchased to each participating broker which obtains
purchase orders in amounts exceeding thresholds established from
time to time by the Distributor. From time to time, the Distribu-
tor, its parent and/or its affiliates may make additional payments
to one or more participating brokers based upon factors such as
the level of sales or the length of time clients' assets have re-
mained in the Trust.
Shares issued pursuant to the automatic reinvestment of income
dividends or capital gains distributions are issued at net asset
value and are not subject to any sales charges.
24 PIMCO Funds Asset Allocation Series
<PAGE>
Under the circumstances described below, investors may be enti-
tled to pay reduced sales charges for Class A shares.
Combined Purchase Privilege Investors may qualify for a reduced
sales charge by combining purchases of the Class A shares of one
or more Portfolios or other series of the Trust or PIMCO Funds:
Pacific Investment Management Series which offer Class A shares
(together, "eligible PIMCO Funds") into a "single purchase," if
the resulting purchase totals at least $50,000. The term "single
purchase" refers to:
(i) a single purchase by an individual, or concurrent pur-
chases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his or her spouse
and their children under the age of 21 years purchasing
Class A shares of the eligible PIMCO Funds for his, her or
their own account;
(ii) a single purchase by a trustee or other fiduciary pur-
chasing shares for a single trust, estate or fiduciary
account although more than one beneficiary is involved;
or
(iii) a single purchase for the employee benefit plans of a
single employer.
For further information, call the Distributor at 1-800-426-0107
or your broker.
Cumulative Quantity Discount (Right of Accumulation) A purchase of
additional Class A shares of any eligible PIMCO Fund may qualify
for a Cumulative Quantity Discount at the rate applicable to the
discount bracket obtained by adding:
(i) the investor's current purchase;
(ii) the value (at the close of business on the day of the
current purchase) of all Class A shares of any eligible
PIMCO Fund held by the investor computed at the maximum
offering price; and
(iii) the value of all shares described in paragraph (ii)
owned by another shareholder eligible to be combined
with the investor's purchase into a "single purchase" as
defined above under "Combined Purchase Privilege."
For example, if you owned Class A shares of the 90/10 Portfolio
worth $25,000 at the current maximum offering price and wished to
purchase Class A shares of the 60/40 Portfolio worth an additional
$30,000, the sales charge for the $30,000 purchase would be at the
4.50% rate applicable to a single $55,000 purchase of shares of
the 90/10 Portfolio, rather than the 5.50% rate.
Letter of Intent An investor may also obtain a reduced sales
charge by means of a written Letter of Intent, which expresses an
intention to invest not less than $50,000 within a period of 13
months in Class A shares of any eligible PIMCO Fund(s). Each pur-
chase of shares under a Letter of Intent will be made at the pub-
lic offering price or prices applicable at the time of such pur-
chase to a single transaction of the dollar amount indicated in
the Letter. At the investor's option, a Letter of Intent may in-
clude purchases of Class A shares of any eligible PIMCO Fund made
not more than 90 days prior to the date the Letter of Intent is
signed; however, the 13-month period during which the Letter is in
effect will begin on the date of the earliest purchase to be in-
cluded and the sales charge on any purchases prior to the Letter
will not be adjusted.
Investors qualifying for the Combined Purchase Privilege de-
scribed above may purchase shares of the eligible PIMCO Funds un-
der a single Letter of Intent. For example, if at the time you
sign a Letter of Intent to invest at least $100,000 in Class A
shares of any Portfolio, you and your spouse each purchase Class A
shares of the 90/10 Portfolio worth $30,000 (for a total of
$60,000), it will only be necessary to invest a total of $40,000
during the following 13 months in Class A shares of any of the
Portfolios to qualify for the 3.50% sales charge on the total
amount being invested (the sales charge applicable to an invest-
ment of $100,000 in any of the Portfolios).
A Letter of Intent is not a binding obligation to purchase the
full amount indicated. The minimum initial investment under a Let-
ter of Intent is 5% of such amount. Shares purchased with the
first 5% of such amount will be held in escrow (while remaining
registered in your name) to secure payment of the higher sales
charge applicable to the shares actually purchased in the event
the full intended amount is not purchased. If the full amount in-
dicated is not purchased, a sufficient amount of such escrowed
shares will be involuntarily redeemed to pay the additional sales
charge applicable to the amount actually purchased, if necessary.
Dividends on escrowed shares, whether paid in cash
November 1, 1998 Prospectus 25
<PAGE>
or reinvested in additional eligible PIMCO Fund shares, are not
subject to escrow. When the full amount indicated has been pur-
chased, the escrow will be released. If you wish to enter into a
Letter of Intent in conjunction with your initial investment in
Class A shares of a Portfolio, you should complete the appropriate
portion of the account application. If you are a current Class A
shareholder desiring to do so you may obtain a form of Letter of
Intent by contacting the Distributor at 1-800-426-0107 or any bro-
ker participating in this program.
Reinstatement Privilege A Class A shareholder who has caused any
or all of his shares to be redeemed may reinvest all or any por-
tion of the redemption proceeds in Class A shares of any eligible
PIMCO Fund at net asset value without any sales charge, provided
that such reinvestment is made within 120 calendar days after the
redemption or repurchase date. Shares are sold to a reinvesting
shareholder at the net asset value next determined. See "How Net
Asset Value is Determined." A reinstatement pursuant to this priv-
ilege will not cancel the redemption transaction and, consequent-
ly, any gain or loss so realized may be recognized for federal tax
purposes except that no loss may be recognized to the extent that
the proceeds are reinvested in shares of the same Portfolio within
30 days. The reinstatement privilege may be utilized by a share-
holder only once, irrespective of the number of shares redeemed,
except that the privilege may be utilized without limit in connec-
tion with transactions whose sole purpose is to transfer a share-
holder's interest in a Portfolio to his Individual Retirement Ac-
count or other qualified retirement plan account. An investor may
exercise the reinstatement privilege by written request sent to
the Distributor or to the investor's broker.
Sales at Net Asset Value Each Portfolio may sell its Class A
shares at net asset value without a sales charge to (a) current or
retired officers, trustees, directors or employees of the Trust,
the Adviser or the Distributor, a parent, brother or sister of any
such officer, trustee, director or employee or a spouse or child
of any of the foregoing persons, or any trust, profit sharing or
pension plan for the benefit of any such person and to any other
person if the Distributor anticipates that there will be minimal
sales expenses associated with the sale, (b) current or retired
trustees of PIMCO Funds: Pacific Investment Management Series, (c)
current registered representatives and other full-time employees
of participating brokers or such persons' spouses or for trust or
custodial accounts for their minor children, (d) trustees or other
fiduciaries purchasing shares for certain plans sponsored by em-
ployers, professional organizations or associations or charitable
organizations, the trustee, administrator, fiduciary, broker,
trust company or registered investment adviser for which has an
agreement with the Distributor with respect to such purchases (in-
cluding provisions related to minimum levels of investment in the
Trust), and to participants in such plans and their spouses pur-
chasing for their account(s) or IRAs (with the exception of Roth
IRAs), (e) participants investing through accounts known as "wrap
accounts" established with brokers or dealers approved by the Dis-
tributor where such brokers or dealers are paid a single, inclu-
sive fee for brokerage and investment management services, (f)
client accounts of broker-dealers or registered investment advis-
ers affiliated with such broker-dealers with which the Distributor
has an agreement for the use of PIMCO Funds: Multi-Manager Series
in particular investment products or programs, and (g) accounts
for which a trust company affiliated with the Trust or the Adviser
serves as trustee or custodian. As described above, the Distribu-
tor will not pay any initial commission to dealers upon the sale
of Class A shares to the purchasers described in this paragraph
except for sales to purchasers described under (d) in this para-
graph.
Notification of Distributor An investor or participating broker
must notify the Distributor whenever a quantity discount or re-
duced sales charge is applicable to a purchase and must provide
the Distributor with sufficient information at the time of pur-
chase to verify that each purchase qualifies for the privilege or
discount. Upon such notification, the investor will receive the
lowest applicable sales charge. The quantity discounts described
above may be modified or terminated at any time.
Class A Deferred Sales Charge For all Portfolios, investors who
purchase $1,000,000 or more of Class A shares (and, thus, purchase
such shares without any initial sales charge) may be subject to a
1% CDSC (the "Class A CDSC") if such shares are redeemed within 18
months of their purchase. The Class A CDSC does not apply to in-
vestors purchasing $1,000,000 or more of any Portfolio's Class A
shares if such investors are otherwise eligible to purchase Class
A shares without any sales charge because they are described under
"Sales at Net Asset Value" above.
26 PIMCO Funds Asset Allocation Series
<PAGE>
For purchases subject to the Class A CDSC, a 1% CDSC will apply
for any redemption of such Class A shares that occurs within 18
months of their purchase. No CDSC will be imposed if the shares
redeemed have been acquired through the reinvestment of dividends
or capital gains distributions or if the amount redeemed is de-
rived from increases in the value of the account above the amount
of purchase payments subject to the CDSC. In determining whether a
CDSC is payable, it is assumed that Class A shares acquired
through the reinvestment of dividends and distributions are re-
deemed first, and thereafter that Class A shares that have been
held by an investor for the longest period of time are redeemed
first.
The Class A CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges." For more
information about the Class A CDSC, call the Distributor at 1-800-
426-0107.
Participating Brokers Investment dealers and other financial in-
termediaries provide varying arrangements for their clients to
purchase and redeem Portfolio shares. Some may establish higher
minimum investment requirements than set forth above. Firms may
arrange with their clients for other investment or administrative
services and may independently establish and charge transaction
fees and/or other additional amounts to their clients for such
services, which charges would reduce clients' return. Firms also
may hold Portfolio shares in nominee or street name as agent for
and on behalf of their customers. In such instances, the Trust's
transfer agent will have no information with respect to or control
over accounts of specific shareholders. Such shareholders may ob-
tain access to their accounts and information about their accounts
only from their broker. In addition, certain privileges with re-
spect to the purchase and redemption of shares or the reinvestment
of dividends may not be available through such firms. Some firms
may participate in a program allowing them access to their cli-
ents' accounts for servicing including, without limitation, trans-
fers of registration and dividend payee changes; and may perform
functions such as generation of confirmation statements and dis-
bursement of cash dividends. This Prospectus should be read in
connection with such firms' material regarding their fees and
services.
Deferred Class B shares are sold at their current net asset value without
Sales any initial sales charge. The full amount of an investor's pur-
Charge chase payment will be invested in shares of the Portfolio(s) se-
Alternative lected. A CDSC will be imposed on Class B shares if an investor
- -- Class B redeems an amount which causes the current value of the investor's
Shares account for a Portfolio to fall below the total dollar amount of
purchase payments subject to the CDSC, except that no CDSC is im-
posed if the shares redeemed have been acquired through the rein-
vestment of dividends or capital gains distributions or if the
amount redeemed is derived from increases in the value of the ac-
count above the amount of purchase payments subject to the CDSC.
Whether a CDSC is imposed and the amount of the CDSC will de-
pend on the number of years since the investor made a purchase
payment from which an amount is being redeemed. Purchases are sub-
ject to the CDSC according to the following schedule:
<TABLE>
<CAPTION>
Year Since Purchase Percentage Contingent
Payment was Made Deferred Sales Charge
-------------------------------------------
<S> <C>
First 5
-------------------------------------------
Second 4
-------------------------------------------
Third 3
-------------------------------------------
Fourth 3
-------------------------------------------
Fifth 2
-------------------------------------------
Sixth 1
-------------------------------------------
Seventh 0*
</TABLE>
*After the seventh year, Class B shares convert into Class A
shares as described below.
November 1, 1998 Prospectus 27
<PAGE>
In determining whether a CDSC is payable, it is assumed that
the purchase payment from which a redemption is made is the earli-
est purchase payment from which a redemption or exchange has not
already been fully effected.
The following example will illustrate the operation of the
Class B CDSC:
Assume that an individual opens an account and makes a purchase
payment of $10,000 for Class B shares of a Portfolio and that six
months later the value of the investor's account for that Portfo-
lio has grown through investment performance and reinvestment of
distributions to $11,000. The investor then may redeem up to
$1,000 from that Portfolio ($11,000 minus $10,000) without incur-
ring a CDSC. If the investor should redeem $3,000, a CDSC would be
imposed on $2,000 of the redemption (the amount by which the in-
vestor's account for the Portfolio was reduced below the amount of
the purchase payment). At the rate of 5%, the Class B CDSC would
be $100.
In determining whether an amount is available for redemption
without incurring a CDSC, the purchase payments made for all Class
B shares in the shareholder's account with the particular Portfo-
lio are aggregated, and the current value of all such shares is
aggregated. Any CDSC imposed on a redemption of Class B shares is
paid to the Distributor.
Class B shares are subject to higher distribution fees than
Class A shares for a fixed period after their purchase, after
which they automatically convert to Class A shares and are no
longer subject to such higher distribution fees. Class B shares of
each Portfolio automatically convert into Class A shares after
they have been held for seven years.
For sales of Class B shares made and services rendered to Class
B shareholders, the Distributor intends to make payments to par-
ticipating brokers, at the time a shareholder purchases Class B
shares, of 4.00% of the purchase amount for each of the Portfo-
lios. During such periods as may from time to time be designated
by the Distributor, the Distributor will pay selected participat-
ing brokers an additional amount of up to .50% of the purchase
price on sales of Class B shares of all or selected Portfolios
purchased to each participating broker which obtains purchase or-
ders in amounts exceeding thresholds established from time to time
by the Distributor.
The Class B CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges." For more
information about the Class B CDSC, call the Distributor at 1-800-
426-0107.
Asset Based Class C shares are sold at their current net asset value without
Sales any initial sales charge. A CDSC is imposed on Class C shares if
Charge an investor redeems an amount which causes the current value of
Alternative the investor's account for a Portfolio to fall below the total
- -- Class C dollar amount of purchase payments subject to the CDSC, except
Shares that no CDSC is imposed if the shares redeemed have been acquired
through the reinvestment of dividends or capital gains distribu-
tions or if the amount redeemed is derived from increases in the
value of the account above the amount of purchase payments subject
to the CDSC. All of an investor's purchase payments are invested
in shares of the Portfolio(s) selected.
Whether a CDSC is imposed and the amount of the CDSC will de-
pend on the number of years since the investor made a purchase
payment from which an amount is being redeemed. Purchases are sub-
ject to the CDSC according to the following schedule:
<TABLE>
<CAPTION>
Year Since Purchase Percentage Contingent
Payment was Made Deferred Sales Charge
-------------------------------------------
<S> <C>
First 1
-------------------------------------------
Thereafter 0
</TABLE>
In determining whether a CDSC is payable, it is assumed that
the purchase payment from which the redemption is made is the ear-
liest purchase payment (from which a redemption or exchange has
not already been effected).
28 PIMCO Funds Asset Allocation Series
<PAGE>
The following example will illustrate the operation of the
Class C CDSC:
Assume that an individual opens an account and makes a purchase
payment of $10,000 for Class C shares of a Portfolio and that six
months later the value of the investor's account for that Portfo-
lio has grown through investment performance and reinvestment of
distributions to $11,000. The investor then may redeem up to
$1,000 from that Portfolio ($11,000 minus $10,000) without incur-
ring a CDSC. If the investor should redeem $3,000, a CDSC would be
imposed on $2,000 of the redemption (the amount by which the in-
vestor's account for the Portfolio was reduced below the amount of
the purchase payment). At the rate of 1%, the Class C CDSC would
be $20.
In determining whether an amount is available for redemption
without incurring a CDSC, the purchase payments made for all Class
C shares in the shareholder's account with the particular Portfo-
lio are aggregated, and the current value of all such shares is
aggregated. Any CDSC imposed on a redemption of Class C shares is
paid to the Distributor. Unlike Class B shares, Class C shares do
not automatically convert to any other class of shares of the
Portfolios.
Except as described below, for sales of Class C shares made and
services rendered to Class C shareholders, the Distributor expects
to make payments to participating brokers, at the time the share-
holder purchases Class C shares, of 1.00% (representing .75% dis-
tribution fees and .25% servicing fees) of the purchase amount for
all Portfolios. For sales of Class C shares made to participants
making periodic purchases of not less than $50 through certain em-
ployer sponsored savings plans which are clients of a broker-
dealer with which the Distributor has an agreement with respect to
such purchases, no payments are made at the time of purchase. Dur-
ing such periods as may from time to time be designated by the
Distributor, the Distributor will pay an additional amount of up
to .50% of the purchase price on sales of Class C shares of all or
selected Portfolios purchased to each participating broker which
obtains purchase orders in amounts exceeding thresholds estab-
lished from time to time by the Distributor.
The Class C CDSC is currently waived in connection with certain
redemptions as described above under "Alternative Purchase Ar-
rangements--Waiver of Contingent Deferred Sales Charges." For more
information about the Class C CDSC, contact the Distributor at 1-
800-426-0107.
Exchange Privilege
A shareholder may exchange Class A, Class B and Class C shares of
any Portfolio for the same Class of shares of any other Portfolio
or other series of the Trust in an account with identical regis-
tration on the basis of their respective net asset values. Class
A, Class B and Class C shares of each Portfolio may also be ex-
changed for shares of the same class of a series of PIMCO Funds:
Pacific Investment Management Series. There are currently no ex-
change fees or charges. Exchanges of shares outstanding on Septem-
ber 30, 1998 may be made in any amount through December 31, 1998
into any other Portfolio. All other exchanges, including exchanges
from a Portfolio into another series of the Trust or of PIMCO
Funds: Pacific Investment Management Series, are subject to the
$2,500 minimum initial purchase requirement for each Portfolio,
except with respect to tax-qualified programs and exchanges ef-
fected through the PIMCO Funds Auto-Exchange plan. An exchange
will constitute a taxable sale for federal income tax purposes.
Investors who maintain their account with the Distributor may
exchange shares by a written exchange request sent to PIMCO Funds
Distributors LLC, P.O. Box 9688, Providence, RI 02940-0926 or, un-
less the investor has specifically declined telephone exchange
privileges on the account application or elected in writing not to
utilize telephone exchanges, by a telephone request to the Trans-
fer Agent at 1-800-426-0107. The Trust will employ reasonable pro-
cedures to confirm that instructions communicated by telephone are
genuine, and may be liable for any losses due to unauthorized or
fraudulent instructions if it fails to employ such procedures. The
Trust will require a form of personal identification prior to act-
ing on a caller's telephone instructions, will provide written
confirmations of such transactions and will record telephone in-
structions. Exchange forms are available from the Distributor at
1-800-426-0107 and may be used if there will be no change in the
registered name or address of the shareholder. Changes in regis-
tration information or account privileges may be made in writing
to the Transfer Agent, First Data Investor
November 1, 1998 Prospectus 29
<PAGE>
Services Group, Inc., Inc., P.O. Box 9688, Providence, RI 02940-
0926, or by use of forms which are available from the Distributor.
A signature guarantee is required. See "How to Buy Shares--Signa-
ture Guarantee." Telephone exchanges may be made between
9:00 a.m., Eastern time and the close of regular trading (normally
4:00 p.m., Eastern time) on the Exchange on any day the Exchange
is open (generally weekdays other than normal holidays). The Trust
reserves the right to refuse exchange purchases if, in the judg-
ment of the Adviser, the purchase would adversely affect the Port-
folio and its shareholders. In particular, a pattern of exchanges
characteristic of "market-timing" strategies may be deemed by the
Adviser to be detrimental to the Trust or a particular Portfolio.
Currently, the Trust limits the number of "round trip" ex-
changes an investor may make. An investor makes a "round trip" ex-
change when the investor purchases shares of a particular Portfo-
lio, subsequently exchanges those shares for shares of a different
Portfolio or other PIMCO Fund and then exchanges back into the
originally purchased Portfolio. The Trust has the right to refuse
any exchange for any investor who completes (by making the ex-
change back into the shares of the originally purchased Portfolio)
more than six round trip exchanges in any twelve-month period. Al-
though the Trust has no current intention of terminating or modi-
fying the exchange privilege other than as set forth in the pre-
ceding sentence, it reserves the right to do so at any time. Ex-
cept as otherwise permitted by Securities and Exchange Commission
regulations, the Trust will give 60 days' advance notice to share-
holders of any termination or material modification of the ex-
change privilege. For further information about exchange privi-
leges, contact your participating broker or call the Transfer
Agent at 1-800-426-0107.
With respect to Class B and Class C shares, or Class A shares
subject to a CDSC, if less than all of an investment is exchanged
out of a Portfolio, any portion of the investment attributable to
capital appreciation and/or reinvested dividends or capital gains
distributions will be exchanged first, and thereafter any portions
exchanged will be from the earliest investment made in the Portfo-
lio from which the exchange was made. Shareholders should take
into account the effect of any exchange on the applicability of
any CDSC that may be imposed upon any subsequent redemption.
Investors may also select the PIMCO Funds Auto-Exchange plan
which establishes automatic periodic exchanges. For further infor-
mation on automatic exchanges, see "How to Buy Shares--PIMCO Funds
Auto-Exchange" above.
How to Redeem
Class A, Class B or Class C shares may be redeemed through a par-
ticipating broker, by telephone, by submitting a written redemp-
tion request directly to the Transfer Agent (for non-broker ac-
counts), or through an Automatic Withdrawal Plan or PIMCO Funds
Fund Link.
A CDSC may apply to a redemption of Class A, Class B or Class C
shares. See "Alternative Purchase Arrangements" above. Shares are
redeemed at their net asset value next determined after a proper
redemption request has been received, less any applicable CDSC.
There is no charge by the Distributor (other than an applicable
CDSC) with respect to a redemption; however, a participating bro-
ker who processes a redemption for an investor may charge custom-
ary commissions for its services. Dealers and other financial
services firms are obligated to transmit orders promptly. Requests
for redemption received by dealers or other firms prior to the
close of regular trading (normally 4:00 p.m., Eastern time) on the
Exchange on a regular business day and received by the Distributor
prior to the close of the Distributor's business day will be con-
firmed at the net asset value effective as of the closing of the
Exchange on that day, less any applicable CDSC.
Direct
Redemption A shareholder's original account application permits the share-
holder to redeem by written request and by telephone (unless the
shareholder specifically elects not to utilize telephone redemp-
tions) and to elect one or more of the additional redemption pro-
cedures described below. A shareholder may change the instructions
indicated on his original account application, or may request ad-
ditional redemption options, only by transmitting a written direc-
tion to the
30 PIMCO Funds Asset Allocation Series
<PAGE>
Transfer Agent. Requests to institute or change any of the addi-
tional redemption procedures will require a signature guarantee.
Redemption proceeds will normally be mailed to the redeeming
shareholder within seven days or, in the case of wire transfer or
Fund Link redemptions, sent to the designated bank account within
one business day. Fund Link redemptions may be received by the
bank on the second or third business day. In cases where shares
have recently been purchased by personal check, redemption pro-
ceeds may be withheld until the check has been collected, which
may take up to 15 days. To avoid such withholding, investors
should purchase shares by certified or bank check or by wire
transfer.
Written
Requests To redeem shares in writing (whether or not represented by certif-
icates), a shareholder must send the following items to the
Trans-fer Agent, First Data Services Group, Inc., P.O. Box
9688, Provi-dence, RI 02940-0926:
(1) a written request for redemption signed by all registered
owners exactly as the account is registered on the Trans-
fer Agent's records, including fiduciary titles, if any,
and specifying the account number and the dollar amount or
number of shares to be redeemed;
(2) for certain redemptions described below, a guarantee of
all signatures on the written request or on the share cer-
tificate or accompanying stock power, if required, as de-
scribed under "How to Buy Shares--Signature Guarantee";
(3) any share certificates issued for any of the shares to be
redeemed (see "Certificated Shares" below); and
(4) any additional documents which may be required by the
Transfer Agent for redemption by corporations, partner-
ships or other organizations, executors, administrators,
trustees, custodians or guardians, or if the redemption is
requested by anyone other than the shareholder(s) of rec-
ord.
Transfers of shares are subject to the same requirements. A
signature guarantee is not required for redemptions of $50,000 or
less, requested by and payable to all shareholders of record for
the account, to be sent to the address of record for that account.
To avoid delay in redemption or transfer, shareholders having any
questions about these requirements should contact the Transfer
Agent in writing or call 1-800-426-0107 before submitting a re-
quest. Redemption or transfer requests will not be honored until
all required documents in the proper form have been received by
the Transfer Agent. This redemption option does not apply to
shares held in broker "street name" accounts.
If the proceeds of the redemption (i) exceed $50,000, (ii) are
to be paid to a person other than the record owner, (iii) are to
be sent to an address other than the address of the account on the
Transfer Agent's records, or (iv) are to be paid to a corporation,
partnership, trust or fiduciary, the signature(s) on the redemp-
tion request and on the certificates, if any, or stock power must
be guaranteed as described above, except that the Distributor may
waive the signature guarantee requirement for redemptions up to
$2,500 by a trustee of a qualified retirement plan, the adminis-
trator for which has an agreement with the Distributor.
Telephone The Trust accepts telephone requests for redemption of
Redemptions uncertificated shares for amounts up to $50,000 within any seven
calendar day period, except for investors who have specifically
declined telephone redemption privileges on the account applica-
tion or elected in writing not to utilize telephone redemptions.
The proceeds of a telephone redemption will be sent to the record
shareholder at his record address. Changes in account information
must be made in a written authorization with a signature guaran-
tee. See "How to Buy Shares--Signature Guarantee." Telephone re-
demptions will not be accepted during the 30-day period following
any change in an account's record address. This redemption option
does not apply to shares held in broker "street name" accounts.
By completing an account application, an investor agrees that
the Trust, the Distributor and the Transfer Agent shall not be li-
able for any loss incurred by the investor by reason of the Trust
accepting unauthorized telephone redemption requests for his ac-
count if the Trust reasonably believes the instructions to be gen-
uine. Thus, shareholders risk possible losses in the event of a
telephone redemption not authorized by them. The Trust may accept
telephone redemption instructions from any person identifying him-
self as the owner of an account or the owner's broker where the
owner has not declined in writing to utilize this service. The
Trust will employ reasonable procedures to confirm
November 1, 1998 Prospectus 31
<PAGE>
that instructions communicated by telephone are genuine, and may
be liable for any losses due to unauthorized or fraudulent in-
structions if it fails to employ such procedures. The Trust will
require a form of personal identification prior to acting on a
caller's telephone instructions, will provide written confirma-
tions of such transactions and will record telephone instructions.
A shareholder making a telephone redemption should call the
Transfer Agent at 1-800-426-0107 and state (i) the name of the
shareholder as it appears on the Transfer Agent's records, (ii)
his account number with the Trust, (iii) the amount to be with-
drawn and (iv) the name of the person requesting the redemption.
Usually the proceeds are sent to the investor on the next Trust
business day after the redemption is effected, provided the re-
demption request is received prior to the close of regular trading
(normally 4:00 p.m., Eastern time) on the Exchange that day. If
the redemption request is received after the close of the Ex-
change, the redemption is effected on the following Trust business
day at that day's net asset value and the proceeds are usually
sent to the investor on the second following Trust business day.
The Trust reserves the right to terminate or modify the telephone
redemption service at any time. During times of severe disruptions
in the securities markets, the volume of calls may make it diffi-
cult to redeem by telephone, in which case a shareholder may wish
to send a written request for redemption as described under "Writ-
ten Requests" above. Telephone communications may be recorded by
the Distributor or the Transfer Agent.
Fund Link If a shareholder has established Fund Link, the shareholder may
Redemptions redeem shares by telephone and have the redemption proceeds sent
to a designated account at a financial institution. Fund Link is
normally established within 45 days of receipt of a Fund Link ap-
plication by the Transfer Agent. To use Fund Link for redemptions,
call the Transfer Agent at 1-800-426-0107. Subject to the limita-
tions set forth above under "Telephone Redemptions," the Distribu-
tor, the Trust and the Transfer Agent may rely on instructions by
any registered owner believed to be genuine and will not be re-
sponsible to any shareholder for any loss, damage or expense aris-
ing out of such instructions. Requests received by the Transfer
Agent prior to the close of regular trading (normally 4:00 p.m.,
Eastern time) on the Exchange on a business day will be processed
at the net asset value on that day and the proceeds (less any
CDSC) will normally be sent to the designated bank account on the
following business day and received by the bank on the second or
third business day. If the redemption request is received after
the close of regular trading on the Exchange, the redemption is
effected on the following business day. Shares purchased by check
may not be redeemed through Fund Link until such shares have been
owned (i.e., paid for) for at least 15 days. Fund Link may not be
used to redeem shares held in certificated form.
Changes in bank account information must be made by completing
a new Fund Link application, signed by all owners of record of the
account, with all signatures guaranteed. See "How to Buy Shares--
Signature Guarantee." See "How to Buy Shares--PIMCO Funds Fund
Link" for information on establishing the Fund Link privilege. The
Trust may terminate the Fund Link program at any time without no-
tice to shareholders. This redemption option does not apply to
shares held in broker "street name" accounts.
PIMCO Funds PIMCO Funds Automated Telephone System ("ATS") is an automated
Automated telephone system that enables shareholders to perform a number of
Telephone account transactions automatically using a touch-tone telephone.
System ATS may be used on already- established Portfolio accounts after
you obtain a Personal Identification Number (PIN) by calling the
special ATS number: 1-800-223-2413.
Purchasing Shares. You may purchase shares in amounts up to
$100,000 by telephone by calling 1-800-223-2413. You must have es-
tablished ATS privileges to link your bank account with the Port-
folio to pay for these purchases.
Exchanging Shares. With the PIMCO Funds Exchange Privilege, you
can exchange shares automatically by telephone from your Fund Link
Account to another PIMCO Funds account you have already estab-
lished by calling 1-800-223-2413. Please refer to "Exchange Privi-
lege" for details.
Redemptions. You may redeem shares by telephone automatically by
calling 1-800-223-2413 and the Portfolio will send the proceeds
directly to your Portfolio bank account. Please refer to "How to
Redeem" for details.
32 PIMCO Funds Asset Allocation Series
<PAGE>
Expedited
Wire If a shareholder has given authorization for expedited wire re-
Transfer demption, shares can be redeemed and the proceeds sent by federal
Redemptions wire transfer to a single previously designated bank account. Re-
quests received by the Trust prior to the close of the Exchange
will result in shares being redeemed that day at the next deter-
mined net asset value (less any CDSC) and normally the proceeds
being sent to the designated bank account the following business
day. The bank must be a member of the Federal Reserve wire system.
Delivery of the proceeds of a wire redemption request may be de-
layed by the Trust for up to 7 days if the Distributor deems it
appropriate under then current market conditions. Once authoriza-
tion is on file, the Trust will honor requests by any person iden-
tifying himself as the owner of an account or the owner's broker
by telephone at 1-800-426-0107 or by written instructions. The
Trust cannot be responsible for the efficiency of the Federal Re-
serve wire system or the shareholder's bank. The Trust does not
currently charge for wire transfers. The shareholder is responsi-
ble for any charges imposed by the shareholder's bank. The minimum
amount that may be wired is $2,500. The Trust reserves the right
to change this minimum or to terminate the wire redemption privi-
lege. Shares purchased by check may not be redeemed by wire trans-
fer until such shares have been owned (i.e., paid for) for at
least 15 days. Expedited wire transfer redemptions may be autho-
rized by completing a form available from the Distributor. Wire
redemptions may not be used to redeem shares in certificated form.
To change the name of the single bank account designated to re-
ceive wire redemption proceeds, it is necessary to send a written
request with signatures guaranteed to PIMCO Funds Distributors
LLC, P.O. Box 9688, Providence, RI 02940-0926. See "How to Buy
Shares--Signature Guarantee." This redemption option does not ap-
ply to shares held in broker "street name" accounts.
Certificated
Shares
To redeem shares for which certificates have been issued, the cer-
tificates must be mailed to or deposited with the Trust, duly
endorsed or accompanied by a duly endorsed stock power or by a
written request for redemption. Signatures must be guaranteed as de-
scribed under "How to Buy Shares--Signature Guarantee." Further
documentation may be requested from institutions or fiduciary ac-
counts, such as corporations, custodians (e.g., under the Uniform
Gifts to Minors Act), executors, administrators, trustees or
guardians ("institutional account owners"). The redemption request
and stock power must be signed exactly as the account is regis-
tered, including indication of any special capacity of the regis-
tered owner.
Automatic An investor who owns or buys shares of a Portfolio having a net
Withdrawal asset value of $10,000 or more may open an Automatic Withdrawal
Plan Plan and have a designated sum of money (not less than $100 per
Portfolio) paid monthly (or quarterly) to the investor or another
person. Such a plan may be established by completing the appropri-
ate section of the account application or you may obtain an Auto-
matic Withdrawal Plan application from the Distributor or your
broker. If an Automatic Withdrawal Plan is set up after the ac-
count is established providing for payment to a person other than
the record shareholder or to an address other than the address of
record, a signature guarantee is required. See "How to Buy
Shares--Signature Guarantee." Class A, Class B and Class C shares
of any Portfolio are deposited in a plan account and all distribu-
tions are reinvested in additional shares of the particular class
of the Portfolio at net asset value. Shares in a plan account are
then redeemed at net asset value (less any applicable CDSC) to
make each withdrawal payment. Any applicable CDSC may be waived
for certain redemptions under an Automatic Withdrawal Plan. See
"Alternative Purchase Arrangements--Waiver of Contingent Deferred
Sales Charges."
Redemptions for the purpose of withdrawals are ordinarily made
on the business day preceding the day of payment at that day's
closing net asset value and checks are mailed on the day of pay-
ment selected by the shareholder. The Transfer Agent may acceler-
ate the redemption and check mailing date by one day to avoid
weekend delays. Payment will be made to any person the investor
designates; however, if the shares are registered in the name of a
trustee or other fiduciary, payment will be made only to the fidu-
ciary, except in the case of a profit-sharing or pension plan
where payment will be made to the designee. As withdrawal payments
may include a return of principal, they cannot be considered a
guaranteed annuity or actual yield of income to the investor. The
redemption of shares in connection with an Automatic Withdrawal
Plan may result in a gain or loss for tax purposes. Continued
withdrawals
November 1, 1998 Prospectus 33
<PAGE>
in excess of income will reduce and possibly exhaust invested
principal, especially in the event of a market decline. The main-
tenance of an Automatic Withdrawal Plan concurrently with pur-
chases of additional shares of the Portfolio would be disadvanta-
geous to the investor because of the CDSC that may become payable
on such withdrawals in the case of Class A, Class B or Class C
shares and because of the initial sales charge in the case of
Class A shares. For this reason, the minimum investment accepted
for a Portfolio while an Automatic Withdrawal Plan is in effect
for that Portfolio is $1,000, and an investor may not maintain a
plan for the accumulation of shares of the Portfolio (other than
through reinvestment of distributions) and an Automatic Withdrawal
Plan at the same time. The Trust or the Distributor may terminate
or change the terms of the Automatic Withdrawal Plan at any time.
Because the Automatic Withdrawal Plan may involve invasion of
capital, investors should consider carefully with their own finan-
cial advisors whether the plan and the specified amounts to be
withdrawn are appropriate in their circumstances. The Trust and
the Distributor make no recommendations or representations in this
regard.
Redemptions The Trust agrees to redeem shares of each Portfolio solely in cash
in Kind up to the lesser of $250,000 or 1% of the Portfolio's net assets
during any 90-day period for any one shareholder. In consideration
of the best interests of the remaining shareholders, the Trust re-
serves the right to pay any redemption proceeds exceeding this
amount in whole or in part by a distribution in kind of securities
held by a Portfolio in lieu of cash. When shares are redeemed in
kind, the redeeming shareholder may incur transaction costs upon
the disposition of the securities received in the distribution.
Distributor and Distribution and Servicing Plans
PIMCO Funds Distributors LLC (the "Distributor"), a wholly owned
subsidiary of the Adviser, is the principal underwriter of the
Trust's shares and in that connection makes distribution and ser-
vicing payments to participating brokers and servicing payments to
certain banks and other financial intermediaries in connection
with the sale of Class B and Class C shares and servicing payments
to participating brokers, certain banks and other financial inter-
mediaries in connection with the sale of Class A shares. In the
case of Class A shares, these parties are also compensated based
on the amount of the front-end sales charge reallowed by the Dis-
tributor, except in cases where Class A shares are sold without a
front-end sales charge (although the Distributor may pay brokers
additional compensation in connection with sales of Class A shares
without a sales charge). In the case of Class B shares, partici-
pating brokers and other financial intermediaries are compensated
by an advance of a sales commission by the Distributor. In the
case of Class C shares, part or all of the first year's distribu-
tion and servicing fee is generally paid at the time of sale.
Pursuant to a Distribution Agreement with the Trust, with re-
spect to each Portfolio's Class A, Class B and Class C shares, the
Distributor bears various other promotional and sales related ex-
penses, including the cost of printing and mailing prospectuses to
persons other than current shareholders. The Distributor, located
at 2187 Atlantic Street, Stamford, Connecticut 06902, is a broker-
dealer registered with the Securities and Exchange Commission.
Class A Servicing Fees As compensation for services rendered and
expenses borne by the Distributor in connection with personal
services rendered to Class A shareholders of the Trust and the
maintenance of Class A shareholder accounts, the Trust pays the
Distributor servicing fees up to the annual rate of .25% (calcu-
lated as a percentage of each Portfolio's average daily net assets
attributable to Class A shares).
Class B and Class C Distribution and Servicing Fees As compensa-
tion for services rendered and expenses borne by the Distributor
in connection with the distribution of Class B and Class C shares
of the Trust, and in connection with personal services rendered to
Class B and Class C shareholders of the Trust and the maintenance
of Class B and Class C shareholder accounts, the Trust pays the
Distributor servicing and distribution fees up to the annual rates
set
34 PIMCO Funds Asset Allocation Series
<PAGE>
forth below (calculated as a percentage of each Portfolio's aver-
age daily net assets attributable to Class B and Class C shares,
respectively):
<TABLE>
<CAPTION>
Servicing Distribution
Fee Fee
--------------------------------------
<S> <C> <C>
All Portfolios .25% .75%
</TABLE>
The Class A servicing fees and Class B and Class C distribution
and servicing fees paid to the Distributor are made under Distri-
bution and Servicing Plans adopted pursuant to Rule 12b-l under
the Investment Company Act of 1940, as amended (the "1940 Act"),
and are of the type known as "compensation" plans. This means
that, although the Trustees of the Trust are expected to take into
account the expenses of the Distributor and its predecessors in
their periodic review of the Distribution and Servicing Plans, the
fees are payable to compensate the Distributor for services ren-
dered even if the amount paid exceeds the Distributor's expenses.
The distribution fee applicable to Class B and Class C shares
may be spent by the Distributor on any activities or expenses pri-
marily intended to result in the sale of Class B or Class C
shares, respectively, including compensation to, and expenses (in-
cluding overhead and telephone expenses) of, financial consultants
or other employees of the Distributor or of participating or in-
troducing brokers who engage in distribution of Class B or Class C
shares, printing of prospectuses and reports for other than exist-
ing Class B or Class C shareholders, advertising, and preparation,
printing and distribution of sales literature. The servicing fee,
applicable to Class A, Class B and Class C shares of the Trust,
may be spent by the Distributor on personal services rendered to
shareholders of the Trust and the maintenance of shareholder ac-
counts, including compensation to, and expenses (including tele-
phone and overhead expenses) of, financial consultants or other
employees of participating or introducing brokers, certain banks
and other financial intermediaries who aid in the processing of
purchase or redemption requests or the processing of dividend pay-
ments, who provide information periodically to shareholders show-
ing their positions in a Portfolio's shares, who forward communi-
cations from the Trust to shareholders, who render ongoing advice
concerning the suitability of particular investment opportunities
offered by the Trust in light of the shareholders' needs, who re-
spond to inquiries from shareholders relating to such services, or
who train personnel in the provision of such services. Distribu-
tion and servicing fees may also be spent on interest relating to
unreimbursed distribution or servicing expenses from prior years.
Many of the Distributor's sales and servicing efforts involve
the Trust as a whole, so that fees paid by Class A, Class B or
Class C shares of any Portfolio may indirectly support sales and
servicing efforts relating to other shares of the same class of
the Portfolios or other series of the Trust. In reporting its ex-
penses to the Trustees, the Distributor itemizes expenses that re-
late to the distribution and/or servicing of a single Portfolio's
shares, and allocates other expenses among the Portfolios and
other series of the Trust based on their relative net assets. Ex-
penses allocated to each Portfolio are further allocated among its
classes of shares annually based on the relative sales of each
class, except for any expenses that relate only to the sale or
servicing of a single class. The Distributor may make payments to
brokers (and with respect to servicing fees only, to certain banks
and other financial intermediaries) of up to the following per-
centages annually of the average daily net assets attributable to
shares in the accounts of their customers or clients:
All Portfolios
<TABLE>
<CAPTION>
Servicing Distribution
Fee Fee
-------------------------------------
<S> <C> <C>
Class A .25% N/A
-------------------------------------
Class B (/1/) .25% None
-------------------------------------
Class C (/2/) .25% .65%
</TABLE>
1. Payable only with respect to shares outstanding for one year or
more.
2. Payable only with respect to shares outstanding for one year or
more except in the case of shares for which no payment is made to
the party at the time of sale.
November 1, 1998 Prospectus 35
<PAGE>
The Distributor may from time to time pay additional cash bo-
nuses or other incentives to selected participating brokers in
connection with the sale or servicing of Class A, Class B and
Class C shares of the Portfolios. On some occasions, such bonuses
or incentives may be conditioned upon the sale of a specified min-
imum dollar amount of the shares of a Portfolio and/or all of the
Portfolios or other series of the Trust together, or a particular
class of shares, during a specific period of time. The Distributor
currently expects that such additional bonuses or incentives will
not exceed .50% of the amount of any sale. In its capacity as ad-
ministrator for the Portfolios, PIMCO Advisors may pay participat-
ing brokers and other intermediaries for sub-transfer agency and
other services.
If in any year the Distributor's expenses incurred in connec-
tion with the distribution of Class B and Class C shares and, for
Class A, Class B and Class C shares, in connection with the ser-
vicing of shareholders and the maintenance of shareholder ac-
counts, exceed the distribution and/or servicing fees paid by the
Trust, the Distributor would recover such excess only if the Dis-
tribution and Servicing Plan with respect to such class of shares
continues to be in effect in some later year when the distribution
and/or servicing fees exceed the Distributor's expenses. The Trust
is not obligated to repay any unreimbursed expenses that may exist
at such time, if any, as the relevant Distribution and Servicing
Plan terminates.
From time to time, expenses of principal underwriters incurred
in connection with the distribution of Class B and Class C shares
of the Portfolios, and in connection with the servicing of Class
A, Class B and Class C shareholders of the Portfolios and the
maintenance of Class A, Class B and Class C shareholder accounts,
may exceed the distribution and/or servicing fees collected by the
Distributor.
How Net Asset Value Is Determined
The net asset values of Class A, Class B and Class C shares of
each Portfolio of the Trust will be determined once on each day on
which the Exchange is open (a "Business Day"), as of the close of
regular trading (normally 4:00 p.m., Eastern time) on the Ex-
change. Net asset value will not be determined on days on which
the Exchange is closed.
The market values of the shares of the Underlying Funds held by
the Portfolios are determined once each Business Day in the same
manner as the net asset values of the Portfolios' shares are de-
termined as described below.
Each Portfolio's liabilities are allocated among its classes.
The total of such liabilities allocated to a class plus that
class's distribution and/or servicing fees and any other expenses
specially allocated to that class are then deducted from the
class's proportionate interest in the Portfolio's assets, and the
resulting amount for each class is divided by the number of shares
of that class outstanding to produce the class's "net asset value"
per share. Under certain circumstances, the per share net asset
value of the Class B and Class C shares of the Portfolios that do
not declare regular income dividends on a daily basis may be lower
than the per share net asset value of the Class A shares as a re-
sult of the daily expense accruals of the distribution fee appli-
cable to the Class B and Class C shares. Generally, for Portfolios
that pay income dividends, those dividends are expected to differ
over time by approximately the amount of the expense accrual dif-
ferential between a particular Portfolio's classes.
Distributions
Shares begin earning dividends on the day after the date that
funds are received by the Trust for the purchase of Class A, Class
B and Class C shares. Net investment income from interest and div-
idends, if any, will be declared and paid to shareholders of rec-
ord at least monthly by the 30/70 Portfolio, at least quarterly by
the 60/40 Portfolio and at least annually by the 90/10 Portfolio.
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.
All dividends and/or distributions will be paid in the form of
additional shares of the class of shares of the Portfolio to which
the dividends and/or distributions relate or, at the election of
the shareholder, of another series of the Trust or PIMCO Funds:
Pacific Investment Management Series as described below, at net
asset value, unless the shareholder elects to receive cash (either
paid to shareholders directly or credited to their account with
their participat-
36 PIMCO Funds Asset Allocation Series
<PAGE>
ing broker). If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other
delivery service is unable to deliver checks to the shareholder's
address of record, such shareholder's distributions will automati-
cally be invested in PIMCO Money Market Fund until such share-
holder is located. Dividends paid by each Portfolio with respect
to each class of shares are calculated in the same manner and at
the same time, but dividends on Class B and Class C shares are ex-
pected to be lower than dividends on Class A shares as a result of
the distribution fee applicable to Class B and Class C shares.
There are no sales charges on reinvested dividends.
Class A, Class B and Class C shareholders of the Portfolios may
elect to invest dividends and/or distributions paid by any Portfo-
lio in shares of the same class of any other series of the Trust
or PIMCO Funds: Pacific Investment Management Series which offers
such class of shares at net asset value. The shareholder must have
an account existing in the PIMCO series selected for investment
with the identical registered name and address and must elect this
option on the account application, on a form provided for that
purpose or by a telephone request to the Transfer Agent at 1-800-
426-0107. For further information on this option, contact your
broker or call the Distributor at 1-800-426-0107.
Taxes
Each Portfolio intends to qualify as a regulated investment com-
pany annually and to elect to be treated as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code"). As such, a Portfolio generally will not pay federal in-
come tax on the income and gains it pays as dividends to its
shareholders. In order to avoid a 4% federal excise tax, each
Portfolio intends to distribute each year substantially all of its
net income and gains.
Shareholders subject to U.S. federal income tax will be subject
to tax on dividends received from a Portfolio, regardless of
whether received in cash or reinvested in additional shares. Dis-
tributions received by tax-exempt shareholders will not be subject
to federal income tax to the extent permitted under applicable tax
law. All shareholders must treat dividends, other than capital
gain dividends and dividends that represent a return of capital to
shareholders, as ordinary income. In particular, distributions de-
rived from short-term gains will be treated as ordinary income.
Dividends designated by a Portfolio as capital gain dividends de-
rived from the Portfolio's net capital gains (that is, the excess
of its net long-term capital gains over its net short-term capital
losses) are taxable to shareholders as long-term capital gain
(generally subject to a 20% tax rate) except as provided by an ap-
plicable tax exemption. Any distributions that are not from a
Portfolio's net investment income or net capital gain may be char-
acterized as a return of capital to shareholders or, in some
cases, as capital gain. Certain dividends declared in October, No-
vember or December of a calendar year are taxable to shareholders
(who otherwise are subject to tax on dividends) as though received
on December 31 of that year if paid to shareholders during January
of the following calendar year. Each Portfolio will advise share-
holders annually of the amount and nature of the dividends paid to
them.
Taxable shareholders should note that the timing of their in-
vestment or redemptions could have undesirable tax consequences.
Dividends and distributions on a Portfolio's shares are generally
subject to federal income tax as described herein to the extent
they do not exceed the Portfolio's realized income and gains, even
though such dividends and distributions may economically represent
a return of a particular shareholder's investment. Such distribu-
tions are likely to occur in respect of shares purchased at a time
when the Portfolio's net asset value reflects gains that are ei-
ther unrealized, or realized but not distributed. Such realized
gains may be required to be distributed even when a Portfolio's
net asset value also reflects unrealized losses.
A Portfolio's use of a fund-of-funds structure could affect the
amount, timing and character of distributions to shareholders. See
"Taxation" in the Statement of Additional Information.
The preceding discussion relates only to federal income tax;
the consequences under other tax laws may differ. Shareholders
should consult their tax advisers as to the possible application
of foreign, state and local income tax laws to Trust dividends and
capital gain distributions. For additional information relating to
the tax aspects of investing in a Portfolio, see the Statement of
Additional Information.
November 1, 1998 Prospectus 37
<PAGE>
Management of the Portfolios
The business affairs of the Trust are managed under the direction
of the Board of Trustees. Information about the Trustees and the
Trust's executive officers may be found in the Statement of Addi-
tional Information under the heading "Management of the Trust."
Investment PIMCO Advisors serves as investment adviser to the Portfolios pur-
Adviser suant to an investment advisory agreement with the Trust. PIMCO
Advisors is a Delaware limited partnership organized in 1987.
PIMCO Advisors provides investment management and advisory serv-
ices to private accounts of institutional and individual clients
and to mutual funds. Total assets under management by PIMCO Advi-
sors and its subsidiary partnerships as of September 30, 1998 were
approximately $225.9 billion. The general partners of PIMCO Advi-
sors are PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P.
("PAH"). PIMCO Partners, G.P. is a general partnership between
PIMCO Holding LLC, a Delaware limited liability company and an in-
direct wholly-owned subsidiary of Pacific Life Insurance Company,
and PIMCO Partners LLC, a California limited liability company
controlled by the current Managing Directors and two former Manag-
ing Directors of Pacific Investment Management. PIMCO Partners,
G.P. is the sole general partner of PAH. PIMCO Advisors is gov-
erned by a Management Board, which exercises substantially all of
the governance powers of the general partner and serves as the
functional equivalent of a board of directors. PIMCO Advisors' ad-
dress is 800 Newport Center Drive, Newport Beach, California
92660. PIMCO Advisors is registered as an investment adviser with
the Securities and Exchange Commission. PIMCO Advisors currently
has seven subsidiary investment adviser partnerships, the follow-
ing six of which manage one or more of the Underlying Funds:
Blairlogie, Cadence, Columbus Circle, NFJ, Pacific Investment Man-
agement and Parametric. On or before March 31, 1999, it is antici-
pated that PIMCO Advisers will sell substantially all of its own-
ership interest in Blairlogie. See "Portfolio Managers for the Un-
derlying Funds--Blairlogie" below.
PIMCO Advisors' Asset Allocation Committee is responsible for
determining how the Portfolios' assets are allocated and reallo-
cated from time to time among the Underlying Funds. Individuals
who determine general investment advice and constitute the Asset
Allocation Committee for PIMCO Advisors are William D. Cvengros,
Timothy R. Clark, Robert S. Venable and David Young.
William D. Cvengros is the Chief Executive Officer, President
and a Member of the Management Board of PIMCO Advisors and a
Trustee of the Trust. He was formerly President of the Trust and a
Director and the Vice Chairman and Chief Investment Officer of Pa-
cific Life Insurance Company. He received a B.A. in Economics from
the University of Notre Dame and an M.B.A. from Northwestern Uni-
versity and he is a Chartered Financial Analyst. Timothy R. Clark
is a Vice President of PIMCO Advisors and a Senior Vice President
of the Distributor. He previously served as President of Katonah
Capital Management, Inc. Prior to that, he was with Zweig Advisors
Inc. and its affiliates serving in various capacities, including
portfolio manager for various open- and closed-end funds. He re-
ceived a B.A. in Economics from Harvard University and an M.B.A.
from New York University. Robert S. Venable is a Vice President of
PIMCO Advisors. He previously served as a Vice President and port-
folio manager at Pacific Investment Management. Mr. Venable has a
B.S. from the University of California, Berkeley and an M.B.A.
from the Wharton School of Business and he is a Chartered Finan-
cial Analyst. David Young is a Vice President in Account Manage-
ment at Pacific Investment Management. Previously, he was a Vice
President--Client Relations and Marketing of a former division of
PIMCO Advisors, a Director--Client Relations with Pacific Finan-
cial Asset Management Company and a Vice President and portfolio
manager with Analytic Investment Management, Inc. He received a
B.A. in Economics and Political Science and an M.B.A. from the
University of California, Irvine and he is a Chartered Financial
Analyst.
Under the investment advisory agreement, PIMCO Advisors, sub-
ject to the supervision of the Board of Trustees, is responsible
for providing advice and guidance with respect to the Portfolios
and for managing, either directly or through others selected by
the Adviser, the investment of the Portfolios. PIMCO Advisors also
furnishes to the Board of Trustees periodic reports on the invest-
ment performance of each Portfolio.
38 PIMCO Funds Asset Allocation Series
<PAGE>
The PIMCO Equity Advisers Division of PIMCO Advisers manages the
investments of PIMCO Innovation Fund, an Underlying Stock Fund.
Pursuant to portfolio management agreements, PIMCO Advisors em-
ploys Portfolio Managers to manage the portfolios of all of the
other Underlying Stock Funds with the exception of PIMCO
Portfolio StocksPLUS Fund, for which Pacific Investment Management serves as
Managers investment adviser and Portfolio Manager. Pacific Investment Man-
for the agement also serves as investment adviser and Portfolio Manager of
Underlying each Underlying Bond Fund. The Portfolio Managers have full in-
Funds vestment discretion and make all determinations with respect to
the investment of the assets of the Underlying Funds they manage.
If a Portfolio Manager retained by PIMCO Advisers ceases to manage
the portfolio of an Underlying Stock Fund, PIMCO Advisors will ei-
ther assume full responsibility for the management of that Fund,
or retain a new portfolio manager subject to the approval of the
Trustees and, if necessary, the shareholders of the Fund.
PIMCO Equity Advisors Division of PIMCO Advisors manages PIMCO In-
novation Fund. Information about PIMCO Advisors is provided above
under "Investment Adviser."
The PIMCO Equity Advisors Division provides equity-related serv-
ices to mutual funds and institutional accounts. [Additional in-
formation about the Division to be provided].
Pacific Investment Management manages each Underlying Bond Fund
and PIMCO StocksPLUS Fund, each of which is a series of PIMCO
Funds: Pacific Investment Management Series. Pacific Investment
Management is an investment management firm organized as a general
partnership. Pacific Investment Management has two partners: PIMCO
Advisors as the supervisory partner, and PIMCO Management, Inc. as
the managing partner. Pacific Investment Management Company, the
predecessor investment adviser to Pacific Investment Management,
commenced operations in 1971. Pacific Investment Management had
approximately $148.1 billion of assets under management as of Sep-
tember 30, 1998. Pacific Investment Management's address is 840
Newport Center Drive, Suite 300, Newport Beach, California 92660.
Pacific Investment Management is registered as an investment ad-
viser with the Securities and Exchange Commission and as a commod-
ity trading adviser with the CFTC.
Pacific Investment Management specializes in all sectors of the
fixed income market using its total return philosophy--seeking
both yield and capital appreciation. Pacific Investment Manage-
ment's total return philosophy revolves around the principle of
diversification and that no single risk should dominate returns.
By diversifying strategies, or relying on multiple sources of val-
ue, Pacific Investment Management attempts to generate a solid
track record with a high degree of consistency. Pacific Investment
Management seeks to add value through the use of "top down" strat-
egies such as its exposure to interest rates, or duration, chang-
ing volatility, yield curve positioning and sector rotation. "Bot-
tom up" strategies are also employed involving analysis and selec-
tion of specific securities.
Columbus Circle manages PIMCO Renaissance, Core Equity, Mid-Cap
Equity and International Growth Funds (the "Columbus Circle
Funds"). Columbus Circle is an investment management firm orga-
nized as a general partnership. Columbus Circle has two partners:
PIMCO Advisors as the supervisory partner, and Columbus Circle In-
vestors Management Inc. as the managing partner. Columbus Circle
Investors Division of Thomson Advisory Group L.P. ("TAG"), the
predecessor investment adviser to Columbus Circle, commenced oper-
ations in 1975. Accounts managed by Columbus Circle had combined
assets as of September 30, 1998 of approximately $7.8 billion. Co-
lumbus Circle's address is Metro Center, One Station Place, 8th
Floor, Stamford, Connecticut 06902. Columbus Circle is registered
as an investment adviser with the Securities and Exchange Commis-
sion.
At the center of Columbus Circle's equity investment strategy
is its theory of Positive Momentum & Positive Surprise. This the-
ory asserts that a good company doing better than generally ex-
pected will experience a rise in its stock price, and conversely,
a company falling short of expectations will experience a drop in
its stock price. Based on this theory, Columbus Circle attempts to
manage the Columbus Circle Funds with a view to investing in grow-
ing companies that are surprising the market with business results
that are better than anticipated.
Cadence manages PIMCO Capital Appreciation, Mid-Cap Growth, Small-
Cap Growth, and Micro-Cap Growth Funds (the "Cadence Funds"). Ca-
dence is an investment management firm organized as a general
partnership. Ca-
November 1, 1998 Prospectus 39
<PAGE>
dence has two partners: PIMCO Advisors as the supervisory partner,
and Cadence Capital Management Inc. as the managing partner. Ca-
dence Capital Management Corporation, the predecessor investment
adviser to Cadence, commenced operations in 1988. Accounts managed
by Cadence had combined assets as of September 30, 1998 of approx-
imately $6.1 billion. Cadence's address is Exchange Place, 53
State Street, Boston, Massachusetts 02109. Cadence is registered
as an investment adviser with the Securities and Exchange Commis-
sion.
Cadence utilizes an equity investment strategy that focuses on
both growth (evaluating securities on the basis of their potential
earnings growth) and value (evaluating securities based on their
price) characteristics, and attempts to identify reasonably priced
securities that offer rapid prospective earnings growth potential.
Cadence utilizes a quantitative screening process in selecting
stocks. Distinct computerized models are used to screen and rank
each issue in a selected universe according to growth and price
considerations. Cadence believes that the models identify the
stocks in the universe exhibiting growth characteristics with rea-
sonable valuations. Stocks are then selected for a portfolio using
qualitative research, and are replaced when they score worse-than-
median screen ranks, have negative earnings surprises or show poor
relative performance. The universes are rescreened frequently to
obtain a favorable composition of growth and value characteristics
for the Cadence Funds.
NFJ manages PIMCO Equity Income, Value, Value 25, and Small-Cap
Value Funds (the "NFJ Funds"). NFJ is an investment management
firm organized as a general partnership. NFJ has two partners:
PIMCO Advisors as the supervisory partner, and NFJ Management Inc.
as the managing partner. NFJ Investment Group, Inc., the predeces-
sor investment adviser to NFJ, commenced operations in 1989. Ac-
counts managed by NFJ had combined assets as of September 30, 1998
of approximately $2.2 billion. NFJ's address is 2121 San Jacinto,
Suite 1840, Dallas, Texas 75201. NFJ is registered as an invest-
ment adviser with the Securities and Exchange Commission.
In managing the NFJ Funds, NFJ uses a value-based philosophy
and investment process. NFJ adheres to the traditional value phi-
losophy that stocks priced lower than the true value of the issu-
ing company will increase in value, but differs from many value
managers by also considering industry diversification and the ben-
efits it affords a portfolio. NFJ classifies stock universes by
industry and according to market capitalization. Stocks are se-
lected from a universe using screening processes that focus on low
P/E ratios and/or high yields within each industry, subject to
quality and price momentum screens. Although quarterly rebalancing
is a general rule, NFJ will replace stocks when an alternate stock
within the same industry has a significantly better characteris-
tics than the current NFJ Fund holdings.
Blairlogie manages PIMCO International Fund. Blairlogie is an in-
vestment management firm, organized as a limited partnership under
the laws of the United Kingdom, with two general partners and one
limited partner. Currently, the general partners are PIMCO Advi-
sors, which serves as the supervisory partner, and Blairlogie
Holdings Limited, a wholly owned subsidiary of PIMCO Advisors,
which serves as the managing partner. Blairlogie Capital Manage-
ment Ltd., the predecessor investment adviser to Blairlogie, com-
menced operations in 1992. Accounts managed by Blairlogie had com-
bined assets as of September 30, 1998 of approximately $700 mil-
lion. Blairlogie's address is 4th Floor, 125 Princes Street, Edin-
burgh EH2 4AD, Scotland. Blairlogie is registered as an investment
adviser with the Securities and Exchange Commission in the United
States and with the Investment Management Regulatory Organisation
in the United Kingdom.
Blairlogie has more than 50 years of experience in the highly
specialized field of international investing. Its investment phi-
losophy combines traditional Scottish standards of prudent invest-
ment management with modern quantitative analytical tools. In man-
aging PIMCO International Fund, Blairlogie employs sophisticated
analytical tools to attain specific information on each country
considered for investment and conducts personal visits to numerous
geographical regions, using the information to determine country
allocations. It then selects what it believes to be the best
stocks within each country according to growth, quality and value
characteristics. Through continued monitoring, sell decisions are
influenced by changes in country weightings or changes in a par-
ticular security's attractiveness.
It is anticipated that PIMCO Advisors will sell substantially
all of its ownership interest in Blairlogie to Alleghany Asset
Management, Inc. on or before March 31, 1999 (the "Blairlogie
Transaction"). The Blairlogie Transac-
40 PIMCO Funds Asset Allocation Series
<PAGE>
tion is subject to a number of conditions. PIMCO Advisors has de-
termined to terminate its portfolio management agreement with
Blairlogie with respect to the International Fund, effective on or
about the date of the Blairlogie Transaction. Under the Trust's
investment advisory agreement, PIMCO Advisors would then assume
full responsibility for managing the International Fund's portfo-
lio. This Prospectus will be supplemented or revised if these
events do not occur substantially in accordance with the schedule
outlined above.
Parametric manages PIMCO Enhanced Equity, Tax-Efficient Equity,
Structured Emerging Markets, and Tax-Efficient Structured Emerging
Markets Funds (the "Parametric Funds"). Parametric is an invest-
ment management firm organized as a general partnership. Paramet-
ric has two partners: PIMCO Advisors as the supervisory partner,
and Parametric Management Inc. as the managing partner. Parametric
Portfolio Associates, Inc., the predecessor investment adviser to
Parametric, commenced operations in 1987. Accounts managed by Par-
ametric had combined assets as of September 30, 1998 of approxi-
mately $2.8 billion. Parametric's address is 7310 Columbia Center,
701 Fifth Avenue, Seattle, Washington 98104-7090. Parametric is
registered as an investment adviser with the SEC and as a commod-
ity trading adviser with the CFTC.
Parametric has developed a structured, long-term investment
process that combines quantitatively-driven fundamental analysis
and economic methods. Parametric attempts to build risk-controlled
portfolios of equity securities that are both reasonably priced
and poised to benefit from investor sentiment by combining its un-
derstanding of the financial markets and investment behavior with
extensive quantitative research and modeling. This investment phi-
losophy is applied for each Parametric Fund, including those with
an emerging markets or tax-efficient focus.
Fund
Administrator
PIMCO Advisors also serves as administrator (the "Administrator")
for the Portfolios' Class A, Class B and Class C shares pursuant
to an administration agreement with the Trust. The Administrator
provides or procures administrative services for Class A, Class B
and Class C shareholders of the Portfolios, which include clerical
help and accounting, bookkeeping, internal audit services and cer-
tain other services required by the Portfolios, and preparation of
reports to the Portfolios' shareholders and regulatory filings.
The Administrator has retained Pacific Investment Management to
provide such services as sub-administrator. The Administrator
and/or the sub-administrator may also retain other affiliates to
provide certain of these services. In addition, the Administrator,
at its own expense, arranges for the provision of legal, audit,
custody, transfer agency (including sub-transfer agency and other
administrative services) and other services necessary for the or-
dinary operation of the Portfolios, and is responsible for the
costs of registration of the Trust's shares and the printing of
prospectuses and shareholder reports for current shareholders.
The Portfolios (and not the Administrator) are responsible for
the following expenses: (i) salaries and other compensation of any
of the Trust's executive officers and employees who are not offi-
cers, directors, stockholders, or employees of PIMCO Advisors, Pa-
cific Investment Management, or their subsidiaries or affiliates;
(ii) taxes and governmental fees; (iii) brokerage fees and commis-
sions and other portfolio transaction expenses; (iv) the costs of
borrowing money, including interest expenses; (v) fees and ex-
penses of the Trustees who are not "interested persons" of the Ad-
viser, any Portfolio Manager, or the Trust, and any counsel re-
tained exclusively for their benefit; (vi) extraordinary expenses,
including costs of litigation and indemnification expenses; (vii)
expenses which are capitalized in accordance with generally ac-
cepted accounting principles; and (viii) any expenses allocated or
allocable to a specific class of shares, which include distribu-
tion and/or service fees payable with respect to Class A, Class B
and Class C shares, and may include certain other expenses as per-
mitted by the Trust's Multiple Class Plan adopted pursuant to Rule
18f-3 under the 1940 Act, subject to review and approval by the
Trustees. The Portfolios also indirectly pay their proportionate
share of the expenses of the Underlying Funds (including advisory
and administrative fees) in which they invest. See "Underlying
Fund Expenses" below.
November 1, 1998 Prospectus 41
<PAGE>
Advisory The Portfolios do not pay any fees to PIMCO Advisors under the
Fees Trust's investment advisory agreement in return for the advisory
and asset allocation services provided by PIMCO Advisors. The
Portfolios do, however, indirectly pay a proportionate share of
the advisory fees paid to PIMCO Advisors and Pacific Investment
Management by the Underlying Funds in which the Portfolios invest.
See "Underlying Fund Expenses" below.
Administrative
Fees
The Portfolios feature fixed administrative fees. For providing or
procuring administrative services to the Portfolios as described
above, the Administrator receives monthly fees from each Portfolio
at the annual rate of 0.40% based on the average daily net assets
attributable in the aggregate to the Portfolio's Class A, Class B
and Class C shares up to and including $2.5 billion, and .35%
based on such net assets in excess of $2.5 billion. The Portfolios
also indirectly pay a proportionate share of the administrative
fees charged by PIMCO Advisors and Pacific Investment Management
to the Underlying Funds in which the Portfolios invest. See "Un-
derlying Fund Expenses" below. The administration and sub-
administration agreements for the Portfolios may be terminated by
the Trustees, or by PIMCO Advisors or Pacific Investment Manage-
ment (as the case may be) on 60 days' written notice. Following
their initial terms, the agreements will continue from year-to-
year if approved by the Trustees.
Underlying The expenses associated with investing in a "fund of funds," such
Fund as the Portfolios, are generally higher than those for mutual
Expenses funds that do not invest primarily in other mutual funds. This is
because shareholders in a "fund of funds" indirectly pay a portion
of the fees and expenses charged at the underlying fund level.
The Trust has structured the Portfolios to reduce expenses in-
curred at the Underlying Fund level as follows: (a) the Portfolios
do not pay any fees for asset allocation or advisory services un-
der the Trust's investment advisory agreement; and (b) the Portfo-
lios invest in Institutional Class shares of the Underlying Funds,
which are not subject to any sales charges or 12b-1 fees.
The table on the following page sets forth annual advisory fee
and total operating expense information for Institutional Class
shares of the Underlying Funds. Shareholders of each Portfolio in-
directly bear a proportionate share of these expenses depending
upon how the Portfolio's assets are allocated from time to time
among the Underlying Funds. See "Schedule of Fees."
42 PIMCO Funds Asset Allocation Series
<PAGE>
<TABLE>
<CAPTION>
Annual Underlying Fund Expenses
(Based on the average daily net assets
attributable to a Fund's Institutional
Class shares):
Advisory Admini- Total Fund
Underlying Fund Fees strative Fees Operating Expenses
--------------------------------------------------------------------
<S> <C> <C> <C>
PIMCO Equity Income 0.45% 0.25% 0.70%
--------------------------------------------------------------------
PIMCO Renaissance 0.60 0.25 0.85
--------------------------------------------------------------------
PIMCO Core Equity 0.57 0.25 0.82
--------------------------------------------------------------------
PIMCO Mid-Cap Equity 0.63 0.25 0.88
--------------------------------------------------------------------
PIMCO Value 0.45 0.25 0.70
--------------------------------------------------------------------
PIMCO Value 25 0.50 0.25 0.75
--------------------------------------------------------------------
PIMCO Capital
Appreciation 0.45 0.25 0.70
--------------------------------------------------------------------
PIMCO Mid-Cap Growth 0.45 0.25 0.70
--------------------------------------------------------------------
PIMCO Enhanced Equity 0.45 0.25 0.70
--------------------------------------------------------------------
PIMCO Tax-Efficient
Equity 0.45 0.25 0.70
--------------------------------------------------------------------
PIMCO Small-Cap Value 0.60 0.25 0.85
--------------------------------------------------------------------
PIMCO Small-Cap Growth 1.00 0.25 1.25
--------------------------------------------------------------------
PIMCO Micro-Cap Growth 1.25 0.25 1.50
--------------------------------------------------------------------
PIMCO International 0.55 0.50 1.05
--------------------------------------------------------------------
PIMCO International
Growth 0.85 0.50 1.35
--------------------------------------------------------------------
PIMCO Structured Emerging
Markets 0.45 0.50 0.95
--------------------------------------------------------------------
PIMCO Tax-Efficient
Structured Emerging
Markets 0.45 0.50 0.95
--------------------------------------------------------------------
PIMCO Innovation 0.65 0.25 0.90
--------------------------------------------------------------------
PIMCO StocksPLUS 0.40 0.25 0.65
--------------------------------------------------------------------
PIMCO Money Market 0.15 0.20 0.35
--------------------------------------------------------------------
PIMCO Short-Term 0.25 0.20 0.45
--------------------------------------------------------------------
PIMCO Low Duration 0.25 0.18 0.43
--------------------------------------------------------------------
PIMCO Moderate Duration 0.25 0.20 0.45
--------------------------------------------------------------------
PIMCO Real Return Bond 0.25 0.25 0.50
--------------------------------------------------------------------
PIMCO Total Return 0.25 0.18 0.43
--------------------------------------------------------------------
PIMCO Total Return II 0.25 0.25 0.50
--------------------------------------------------------------------
PIMCO High Yield 0.25 0.25 0.50
--------------------------------------------------------------------
PIMCO Long-Term U.S.
Government 0.25 0.25 0.50
--------------------------------------------------------------------
PIMCO Global Bond 0.25 0.30 0.55
--------------------------------------------------------------------
PIMCO Foreign Bond 0.25 0.25 0.50
--------------------------------------------------------------------
PIMCO Emerging Markets
Bond 0.45 0.40 0.85
</TABLE>
Description of the Trust
Capitalization
The Trust was organized as a Massachusetts business trust on Au-
gust 24, 1990, and currently consists of twenty-eight portfolios
that are operational, three of which are described in this Pro-
spectus. Other portfolios may be offered by means of a separate
prospectus. The Board of Trustees may establish additional portfo-
lios in the future. The capitalization of the Trust consists of an
unlimited number of shares of beneficial interest. When issued,
shares of the Trust are fully paid, non-assessable and freely
transferable.
Under Massachusetts law, shareholders could, under certain cir-
cumstances, be held liable for the obligations of the Trust. How-
ever, the Trust's Second Amended and Restated Agreement and Decla-
ration of Trust (the "Declaration of Trust") disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such
November 1, 1998 Prospectus 43
<PAGE>
disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees. The Decla-
ration of Trust also provides for indemnification out of a Portfo-
lio's property for all loss and expense of any shareholder of that
Portfolio held liable on account of being or having been a share-
holder. 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 Portfolio of which he
or she is or was a shareholder is unable to meet its obligations,
and thus should be considered remote.
Multiple Class A, Class B and Class C shares of each Portfolio represent
Classes of interests in the assets of that Portfolio, and each class has
Shares identical dividend, liquidation and other rights and the same
terms and conditions, except that expenses related to the distri-
bution and shareholder servicing of Class A, Class B and Class C
shares are borne solely by such class and each class may, at the
Trustees' discretion, also pay a different share of other ex-
penses, not including advisory or custodial fees or other expenses
related to the management of the Trust's assets, if these expenses
are actually incurred in a different amount by that class, or if
the class receives services of a different kind or to a different
degree than the other classes. All other expenses are allocated to
each class on the basis of the net asset value of that class in
relation to the net asset value of the particular Portfolio.
Voting Each class of shares of each Portfolio has 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 sub-
mitted 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 and Servicing Plan or agreement applicable only to
that class. These shares are entitled to vote at meetings of
shareholders. Matters submitted to shareholder vote must be ap-
proved by each Portfolio 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 Port-
folios, then only shareholders of the Portfolio or Portfolios af-
fected shall be entitled to vote on the matter. All classes of
shares of a Portfolio will vote together, except with respect to a
Distribution and Servicing Plan or agreement applicable to a class
of shares or when a class vote is required as specified above or
otherwise by the 1940 Act. Shares are freely transferable, are en-
titled to dividends as declared by the Trustees and, in liquida-
tion of the Trust, are entitled to receive the net assets of their
Portfolio, but not of the other Portfolios or other series of the
Trust. The Trust does not generally hold annual meetings of share-
holders and will do so only when required by law. Shareholders may
remove Trustees from office by votes cast in person or by proxy at
a meeting of shareholders or by written consent. Such a meeting
will be called at the written request of the holders of 10% of the
Trust's outstanding shares.
Shares entitle their holders to one vote per share (with pro-
portionate voting for fractional shares). As used in this Prospec-
tus, the phrase "vote of a majority of the outstanding shares" of
a Portfolio (or the Trust) means the vote of the lesser of: (1)
67% of the shares of the Portfolio (or the Trust) present at a
meeting, if the holders of more than 50% of the outstanding shares
are present in person or by proxy; or (2) more than 50% of the
outstanding shares of the Portfolio (or the Trust).
Mailings to Shareholders
To reduce the volume of mail shareholders receive, it is antici-
pated that only one copy of most Trust reports, such as the
Trust's annual reports, will be mailed to a shareholder's house-
hold (same surname, same address). A shareholder may call 1-800-
426-0107 if additional shareholder reports are desired.
44 PIMCO Funds Asset Allocation Series
<PAGE>
PIMCO FUNDS ASSET ALLOCATION SERIES
Actively managed portfolios of select PIMCO Funds
<TABLE>
<S> <C> <C>
Investment Adviser and Shareholder Servicing Agent For further information
Administrator and Transfer Agent about PIMCO Funds Asset
PIMCO Advisors L.P. First Data Invester Services Group, Inc. Allocation Series, call
800 Newport Center Drive P.O. Box 9688 1-800-426-0107 or visit
Newport Beach, CA 92660 Providence, RI 02940 our Web site at
www.pimcofunds.com.
Distributor Independent Accountants
PIMCO Funds Distributors LLC PricewaterhouseCoopers LLP
2187 Atlantic Street 1055 Broadway
Stamford, CT 06902 Kansas City, MO 64105
Custodian Legal Counsel
Investors Fiduciary Trust Ropes & Gray
Company One International Place
801 Pennsylvania Boston, MA 02110
Kansas City, MO 64105
</TABLE>
PIMCO
-----
FUNDS
PZ008.11/98
<PAGE>
PIMCO FUNDS ASSET ALLOCATION SERIES
PROSPECTUS
Actively managed portfolios of select PIMCO Funds
Multi-Manager
Series
March [_], 1999
Ins Institutional
Adm Administrative
PIMCO Funds Asset Allocation Series consists of three actively managed mutual
funds that invest in a diversified portfolio of PIMCO Funds. In addition to
broad diversification, each Portfolio provides access to the extensive asset
allocation and investment management capabilities of PIMCO Advisors L.P. and its
affiliates.
<TABLE>
<CAPTION>
90/10 Portfolio 60/40 Portfolio 30/70 Portfolio
<S> <C> <C>
Seeks long-term capital Seeks long-term capital Seeks current income, with
appreciation. The Portfolio appreciation and current long-term capital
normally invests approximately income. The Portfolio appreciation as a secondary
90% of its assets normally invests objective. The Portfolio
in PIMCO Stock Funds approximately 60% of its normally invests
and 10% in PIMCO assets in PIMCO Stock approximately 30% of its
Bond Funds. Funds and 40% in PIMCO assets in PIMCO Stock
Bond Funds. Funds and 70% in PIMCO
Bond Funds.
</TABLE>
PIMCO
-----
FUNDS
<PAGE>
PIMCO Funds: Multi-Manager Series
Prospectus
March [ ], 1999
PIMCO Funds Asset Allocation Series
90/10 Portfolio
60/40 Portfolio
30/70 Portfolio
PIMCO Funds: Multi-Manager Series (the "Trust"), formerly PIMCO
Funds: Equity Advisors Series, is an open-end series management
investment company ("mutual fund"). This Prospectus describes three
diversified investment portfolios (each a "Portfolio") of the Trust.
Each Portfolio has its own investment objective and policies. The
Portfolios are professionally-managed series of the Trust designed
to take advantage of the benefits of asset allocation. Each
Portfolio seeks to achieve its particular investment objective by
investing within specified equity and fixed income ranges among a
number of other mutual funds in the PIMCO Funds family ("Underlying
Funds" or "Funds").
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Adviser") serves as
investment adviser to the Portfolios and determines how the assets
of each Portfolio are allocated among the Underlying Funds. PIMCO
Advisors and its affiliates also provide advisory services to the
Underlying Funds. See "Management of the Portfolios."
This Prospectus describes two classes of shares offered by each
Portfolio: the "Institutional Class" and the "Administrative Class."
Through a separate prospectus, each Portfolio also offers three
additional classes of shares, Class A, Class B and Class C shares.
See "Other Information--Multiple Classes of Shares."
This Prospectus sets forth concisely the information a prospective
investor should know before investing in the Portfolios. It should
be read and retained for ready reference to information about the
Portfolios. Information about the investment objective of each
Portfolio, and of the investment policies and restrictions
applicable to each Portfolio, are set forth in this Prospectus.
There can be no assurance that the investment objective of any
Portfolio will be achieved. Because the market value of each
Portfolio's investments will change, the investment returns and net
asset value per share of each Portfolio will vary.
A Statement of Additional Information, dated [ ], and as further
amended or supplemented from time to time, is available without
charge as specified below. In addition, a Trust Prospectus dated
November 1, 1998 and a Prospectus of PIMCO Funds: Pacific Investment
Management Series dated November 25, 1998, each as amended or
supplemented from time to time (together, the "Underlying Fund
Prospectuses"), relating to Institutional Class shares of the
Underlying Funds, are available without charge. The Statement of
Additional Information and the Underlying Fund Prospectuses, which
contain more detailed information about the Trust, the Portfolios
and/or the Underlying Funds, have each been filed with the
Securities and Exchange Commission and are incorporated by reference
in this Prospectus. The Securities and Exchange Commission maintains
an Internet World Wide Web site (at www.sec.gov) which contains the
Statement of Additional Information and materials that are
incorporated by reference into this Prospectus and the Statement of
Additional Information, the Underlying Fund Prospectuses, and other
information about the Trust, the Portfolios and the Underlying
Funds. The Statement of Additional Information and the Underlying
Fund Prospectuses are available without charge and may be obtained
by writing or calling:
PIMCO Funds
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Telephone: 1-800-927-4648
1-800-987-4626 (PIMCO Infolink Audio
Response Network).
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any
state securities commission passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
Shares of the Portfolios are not deposits or obligations of, or
guaranteed or endorsed by, any financial institution, and the shares
are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency, and
involve risk, including the possible loss of principal.
2 PIMCO Funds: Multi-Manager Series
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary...................................................... 4
Expense Information..................................................... 7
Investment Objectives and Policies...................................... 9
Underlying Funds........................................................ 14
Management of the Portfolios............................................ 21
Purchase of Shares...................................................... 28
Redemption of Shares.................................................... 31
Net Asset Value......................................................... 33
Dividends, Distributions and Taxes...................................... 33
Other Information....................................................... 34
</TABLE>
Prospectus 3
<PAGE>
PROSPECTUS SUMMARY
PIMCO Funds: Multi-Manager Series (the "Trust") is an open-end series
management investment company organized as a Massachusetts business trust on
August 24, 1990. This Prospectus describes three separate diversified
investment portfolios (the "Portfolios") offered by the Trust, 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").
The Portfolios are intended for investors who prefer to have their asset
allocation decisions made by professional money managers. Each Portfolio has a
distinct investment objective which it seeks to achieve by investing within
specified equity and fixed income ranges among certain series ("Underlying
Funds" or "Funds") of the Trust and PIMCO Funds: Pacific Investment Management
Series. PIMCO Advisors serves as investment adviser for each Fund of the Trust
and its affiliate, Pacific Investment Management Company ("Pacific Investment
Management"), serves as investment adviser for each Fund of PIMCO Funds:
Pacific Investment Management Series. Some of the Underlying Funds invest
primarily in equity securities ("Underlying Stock Funds"); other Funds invest
primarily in fixed income securities, including money market instruments
("Underlying Bond Funds"). The Portfolios are named in accordance with their
equity/fixed income allocation targets. For instance, the 90/10 Portfolio will
normally invest approximately 90% of its assets in Underlying Stock Funds and
10% of its assets in Underlying Bond Funds. The following summarizes certain
key information relating to the Portfolios and is qualified in its entirety by
the more detailed information contained elsewhere in this Prospectus.
Portfolio Profiles
<TABLE>
<CAPTION>
PIMCO Funds
Asset Allocation Series Investment Objective Allocation Strategy
- ---------------------------------------------------------------------------------------------------
<C> <C> <S>
90/10 Portfolio Long-term capital appreciation Under normal conditions,
approximately 90% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 10% among Underlying
Bond Funds.
- ---------------------------------------------------------------------------------------------------
60/40 Portfolio Long-term capital appreciation Under normal conditions,
and current income approximately 60% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 40% among Underlying
Bond Funds.
- ---------------------------------------------------------------------------------------------------
30/70 Portfolio Current income, with long-term Under normal conditions,
capital appreciation as a secondary objective approximately 30% of the
Portfolio's assets will
be allocated among
Underlying Stock Funds
and 70% among Underlying
Bond Funds.
</TABLE>
Investment Risks and Considerations
The Underlying Funds have different investment objectives and policies and
different degrees of potential investment risk and reward. Based on the
allocation strategies listed above, an investor should choose among the
Portfolios based on personal objectives, investment time horizon, tolerance for
risk and personal financial circumstances. For example, because the 90/10
Portfolio will normally invest approximately 90% of its assets in Underlying
Stock Funds, this Portfolio might be suitable for an investor with a relatively
long time horizon who seeks long-term capital appreciation potential and has a
fairly high tolerance for risk and volatility. An investor with a shorter time
horizon who seeks a balance of income and long-term capital appreciation and
has less tolerance for risk and volatility might choose the 60/40 Portfolio,
which invests in a fairly balanced portfolio of Underlying Stock and Bond
Funds. An investor who seeks a higher level of current income combined with
some potential for long-term capital appreciation and has a lower tolerance for
risk and volatility might choose the 30/70 Portfolio, which will normally
invest approximately 70% of its assets in Underlying Bond Funds. While each
Portfolio provides a relatively high level of diversification in comparison
4 PIMCO Funds: Multi-Manager Series
<PAGE>
PROSPECTUS SUMMARY (continued)
to most mutual funds, a single Portfolio may not be suitable as a complete
investment program. For a more complete description of the investment
objectives and policies of the Portfolios, please see "Investment Objectives
and Policies."
Because each Portfolio will invest all of its assets in the Underlying Funds,
each Portfolio's investment performance is directly related to the investment
performance of the Underlying Funds in which it invests. The ability of a
Portfolio to realize its investment objective will depend upon the extent to
which the Underlying Funds realize their objectives. The value of the
Underlying Funds' investments, and the net asset values of the shares of both
the Underlying Funds and the Portfolios, will fluctuate in response to changes
in market and economic conditions, as well as the financial condition and
prospects of issuers in which the Underlying Funds invest.
The possible use of certain investment techniques by an Underlying Fund,
including various derivative instruments such as futures contracts, options and
swap agreements, will subject the Fund to greater risk than Funds that do not
employ such techniques. In addition, investments by certain Underlying Funds in
small market capitalization companies, foreign issuers (including emerging
market issuers) and foreign currencies, illiquid securities and other
instruments will expose those Funds to a higher degree of risk and price
volatility. Some Underlying Funds may also invest in fixed income securities
rated below investment grade (commonly referred to as "high yield" securities
or "junk" bonds), which are considered to be speculative by traditional
investment standards. Each Portfolio may be subject to these and other risks
associated with investments in the Underlying Funds depending upon the
Portfolio's asset allocation strategy. For a description of the various risks
associated with the Portfolios and the Underlying Funds, see "Investment
Objectives and Policies" and "Underlying Funds" in this Prospectus, "Investment
Objectives and Policies" in the Statement of Additional Information and
"Characteristics and Risks of Securities and Investment Techniques" in the
Underlying Fund Prospectuses, which are incorporated herein by reference and
are available free of charge by telephoning the Trust at 1-800-927-4648.
Potential investors in the Portfolios should realize that they may invest
directly in the Underlying Funds and make their own asset allocation decisions.
By investing in a Portfolio, an investor will incur not only a proportionate
share of the expenses of the Portfolio but also a portion of the expenses of
the Underlying Funds in which the Portfolio invests (including investment
advisory and administrative fees charged at the Underlying Fund level). See
"Expense Information" and "Management of the Portfolios--Underlying Fund
Expenses."
Purchase of Shares
This Prospectus describes two classes of shares of each Portfolio: the
"Institutional Class" and the "Administrative Class." Shares of the
Institutional Class are offered primarily for direct investment by
institutional investors (Institutional Class shares may also be offered through
certain financial intermediaries that charge their customers transaction or
other fees with respect to the customers' investments in the Portfolios).
Shares of the Administrative Class are offered primarily through employee
benefit plan alliances, broker-dealers and other intermediaries. Each Portfolio
pays service and/or distribution fees to such entities for services they
provide to such Portfolio's shareholders of that class.
Shares of the Institutional Class and Administrative Class of the Portfolios
are offered at the relevant next determined net asset value with no sales
charge or other fee. The minimum initial investment for shares of either class
is $5 million, subject to certain exceptions described under "Purchase of
Shares." Shares of either class may also be offered to clients of the Adviser
and its affiliates.
Prospectus 5
<PAGE>
PROSPECTUS SUMMARY (continued)
Redemptions and Exchanges
Institutional Class and Administrative Class shares of each Portfolio may be
redeemed without cost at the relevant net asset value per share of the class of
that Portfolio next determined after receipt of the redemption request. The
redemption price may be more or less than the purchase price.
Institutional Class and Administrative Class shares of any Portfolio may be
exchanged without cost on the basis of relative net asset values for shares of
the same class of any other Portfolio or other series of the Trust offered
generally to the public, or for shares of the same class of a series of PIMCO
Funds: Pacific Investment Management Series. See "Redemption of Shares."
6 PIMCO Funds: Multi-Manager Series
<PAGE>
EXPENSE INFORMATION
Expenses are one of several factors to consider when investing in
Institutional Class or Administrative Class shares of the Portfolios. The
following tables and Examples summarize the expenses of each Portfolio that are
borne by its Institutional Class and Administrative Class shareholders based on
estimated expenses for the Portfolio's current fiscal year.
You should bear in mind that shareholders of each Portfolio bear indirectly
the expenses of the Underlying Funds in which the Portfolio invests. The
Portfolios will invest only in Institutional Class shares of the Underlying
Funds and will not pay any sales charges or 12b-1 fees in connection with their
investments in the Underlying Funds. The Portfolios will, however, indirectly
bear their pro rata share of the fees and expenses (including advisory and
administrative fees) incurred by the Underlying Funds that are borne by all
Institutional Class shareholders. Because the Underlying Funds have varied fee
and expense levels and the Portfolios will own different proportions of the
Underlying Funds at different times, the actual fees and expenses indirectly
incurred by the Portfolios will vary.
Shareholder Transaction Expenses (Institutional Class and Administrative
Class):
<TABLE>
<S> <C>
Sales Load Imposed on Purchases.......................................... None
Sales Load Imposed on Reinvested Dividends............................... None
Redemption Fee........................................................... None
Exchange Fee............................................................. None
Fund Reimbursement Fee Imposed on Purchases, Redemptions and Exchanges... None
</TABLE>
Annual Portfolio Operating Expenses (as a percentage of average daily net
assets):
<TABLE>
<CAPTION>
Underlying
Advisory Administrative Fund Total
Institutional Class Shares Fee Fee Expenses* Expenses
-------------------------- -------- -------------- ---------- --------
<S> <C> <C> <C> <C>
90/10 Portfolio................ None [ ]% 0.79% [ ]%
60/40 Portfolio................ None [ ] 0.67 [ ]
30/70 Portfolio................ None [ ] 0.55 [ ]
</TABLE>
<TABLE>
<CAPTION>
Service/ Underlying
Administrative Class Advisory Administrative 12b-1 Fund Total
Shares Fee Fee Fee Expenses* Expenses
-------------------- -------- -------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
90/10 Portfolio......... None [ ]% 0.25% 0.79% [ ]%
60/40 Portfolio......... None [ ] 0.25 0.67 [ ]
30/70 Portfolio......... None [ ] 0.25 0.55 [ ]
</TABLE>
* Based on estimated expenses for the current fiscal year. Underlying Fund
Expenses for each Portfolio are estimated based upon the initial allocation
of each Portfolio's assets among the Underlying Funds and upon the total
annual operating expenses of each Underlying Fund. For a listing of the
expenses associated with each Underlying Fund, please see "Management of
the Portfolios--Underlying Fund Expenses." Total Portfolio Operating
Expenses and the Examples set forth on the next page are based on estimates
of the Underlying Fund Expenses each Portfolio will incur. Actual
Underlying Fund Expenses for each Portfolio are expected to vary with
changes in the allocation of the Portfolio's assets, and may be higher or
lower than those shown above.
For a more detailed discussion of the Portfolios' fees and expenses, see
"Fund Administrator," "Advisory Fees," "Administrative Fees," "Underlying Fund
Expenses" and "Service and Distribution Fees" under the caption "Management of
the Portfolios."
Prospectus 7
<PAGE>
EXPENSE INFORMATION (continued)
Example of Portfolio 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>
Institutional Class Shares 1 year 3 years
-------------------------- ------ -------
<S> <C> <C>
90/10 Portfolio............................................... $ $
60/40 Portfolio...............................................
30/70 Portfolio...............................................
<CAPTION>
Administrative Class Shares 1 year 3 years
--------------------------- ------ -------
<S> <C> <C>
90/10 Portfolio............................................... $ $
60/40 Portfolio...............................................
30/70 Portfolio...............................................
</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 Portfolios. These examples should not be considered a
representation of past or future expenses or performance. Actual expenses may
be higher or lower than those shown.
8 PIMCO Funds: Multi-Manager Series
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and general investment policies of each Portfolio
are described below. There can be no assurance that the investment objective
of any Portfolio will be achieved. Because the market value of each
Portfolio's investments will change, the net asset value per share of each
Portfolio will also vary.
The Portfolios are intended for investors who prefer to have their asset
allocation decisions made by professional money managers. Each Portfolio seeks
to achieve its investment objective by investing within specified equity and
fixed income ranges among the Underlying Funds. Each Underlying Fund is a
series of the Trust or PIMCO Funds: Pacific Investment Management Series and
is managed by PIMCO Advisors and/or its affiliates. The Portfolios have
different investment objectives and policies and degrees of potential
investment risk and reward depending upon their allocation strategies. An
investor should choose a Portfolio based on personal objectives, investment
time horizon, tolerance for risk and personal financial circumstances.
Portfolio Descriptions
90/10 Portfolio seeks long-term capital appreciation. Under normal
conditions, approximately 90% of the Portfolio's assets will be allocated
among Underlying Stock Funds and 10% among Underlying Bond Funds.
60/40 Portfolio seeks long-term capital appreciation and current income.
Under normal conditions, approximately 60% of the Portfolio's assets will be
allocated among Underlying Stock Funds and 40% among Underlying Bond Funds.
30/70 Portfolio seeks current income. Long-term capital appreciation is a
secondary objective. Under normal conditions, approximately 30% of the
Portfolio's assets will be allocated among Underlying Stock Funds and 70%
among Underlying Bond Funds.
Unless otherwise noted, each Portfolio's investment objective and its
restrictions and policies relating to the investment of its assets are non-
fundamental and may be changed without shareholder approval.
PIMCO Advisors serves as the investment adviser to the Portfolios and
determines how each Portfolio's assets are allocated among the Underlying
Funds. Each Portfolio invests in particular Underlying Funds (which may differ
from time to time) based on various criteria observed by PIMCO Advisors. Among
other things, PIMCO Advisors analyses the various investment objectives,
policies and strategies of the Underlying Funds to determine which Funds, in
combination with others, are appropriate in light of a Portfolio's investment
objective. PIMCO Advisors then makes allocation decisions among these
Underlying Funds in an attempt to achieve the Portfolio's objective. The table
on the next page illustrates the estimated equity and fixed income allocation
targets and typical ranges for each Portfolio under normal market conditions.
Prospectus 9
<PAGE>
Equity and Fixed Income Ranges
(as a percentage of each Portfolio's average net assets)
<TABLE>
<CAPTION>
Typical
PIMCO Funds Target Allocation
Asset Allocation Series Allocation Range*
- --------------------------------------------------------------
<S> <C> <C>
90/10 Portfolio
Equity 90% 80% - 100%
Fixed Income (including money market**) 10% 0% - 20%
- --------------------------------------------------------------
60/40 Portfolio
Equity 60% 50% - 70%
Fixed Income (including money market**) 40% 30% - 50%
- --------------------------------------------------------------
30/70 Portfolio
Equity 30% 25% - 35%
Fixed Income (including money market**) 70% 65% - 75%
</TABLE>
* Each Portfolio may temporarily deviate from its asset allocation range for
defensive purposes.
** Each Portfolio may hold a portion of its assets in PIMCO Money Market Fund,
in part, so that it can readily sell the securities and have cash available
to pay Portfolio expenses without incurring capital gains.
Each Portfolio is authorized to invest in any or all of the Underlying
Funds. However, it is expected that a Portfolio will invest in only some of
the Underlying Funds at any particular time. A Portfolio's investment in a
particular Underlying Fund may and in some cases is expected to exceed 25% of
its total assets. To the extent that a Portfolio invests a significant portion
of its assets in an Underlying Fund, it will be particularly sensitive to the
risks associated with that Fund. Please see "Underlying Funds" and "Principal
Risks of the Underlying Funds" below for a description of the Underlying Funds
and their attendant risks. The particular Underlying Funds in which each
Portfolio may invest, the equity and fixed income allocation targets and
ranges specified above, and the percentage of each Portfolio's assets invested
from time to time in any Underlying Fund or combination of Funds may be
changed from time to time without the approval of the Portfolio's
shareholders.
Each Portfolio's net asset value will fluctuate in response to changes in
the net asset values of the Underlying Funds in which it invests. Each
Portfolio will invest all of its assets in Underlying Funds, and may invest up
to 100% of its assets in PIMCO Money Market Fund (and thereby deviate from its
asset allocation range) for temporary defensive purposes. A Portfolio may also
borrow money for temporary or emergency purposes.
Each Portfolio is also subject to certain investment restrictions that are
described under "Investment Restrictions" in the Statement of Additional
Information.
Overview of Asset Allocation
PIMCO Advisors' Asset Allocation Committee determines how the Portfolios'
assets are allocated and reallocated from time to time among the Underlying
Funds. The individuals who constitute the Asset Allocation Committee and are
primarily responsible for making asset allocation and other investment
decisions for the Portfolios are William D. Cvengros, Timothy R. Clark, Robert
S. Venable and David Young. Please see "Management of the Portfolios" for a
description of PIMCO Advisors and the individuals on the Asset Allocation
Committee.
PIMCO Advisors' approach to asset allocation encompasses both quantitative
and qualitative processes designed to allocate the Portfolios' assets among
multiple Underlying Funds in order to achieve broadly diversified Portfolios.
The Asset Allocation Committee meets regularly to analyze various economic and
market data. The Committee also collects and synthesizes multiple proprietary
models maintained by the Portfolio Managers of the Underlying Funds. See
10 PIMCO Funds: Multi-Manager Series
<PAGE>
"Management of the Portfolios--Portfolio Managers for the Underlying Funds."
These models are quantitatively compiled by the Committee to provide a
framework for developing PIMCO Advisors' allocation strategies with respect to
the major asset classes and sub-classes held by the Underlying Funds.
The resulting framework assists the Asset Allocation Committee in the
following ways: (1) it identifies the desired tactical allocation ranges for
the Portfolios around long-term strategic broad asset class and sub-class
targets, (2) it identifies individual Funds among the Underlying Funds that
are expected to provide consistent, quality performance in the various asset
classes and sub-classes identified for the Portfolios and (3) it is used by
the Committee in its on-going evaluation of the equity and fixed income
markets in an attempt to identify and implement value-added tactical shifts
for the Portfolios. These tactical shifts and resulting reallocations of
Portfolio assets are not expected to be large or frequent in nature, and
should result in modest levels of portfolio turnover for the Portfolios. See
"Portfolio Turnover."
Equity Portion of the Portfolios
The equity portion of each Portfolio will be allocated among a number of
Underlying Stock Funds which provide a broad range of equity-based investment
objectives and strategies. By allocating assets among these Funds, the equity
portions of the Portfolios can be diversified in multiple ways, including the
following:
By Region
[ ] U.S. Equities
[ ] International Developed Markets Equities
[ ] International Emerging Markets Equities
By Investment Style
[ ] Blend (Broad Market)
[ ] Value
[ ] Growth
By Size
[ ] Large-Cap
[ ] Mid-Cap
[ ] Small-Cap
For a description of the Underlying Stock Funds and their investment
objectives and strategies, please see "Underlying Funds." The Portfolio
Managers for the Underlying Stock Funds each have different investment
philosophies and processes which are reflected in the Funds they manage.
Through asset allocation, PIMCO Advisors can take advantage of the expertise
of each Portfolio Manager and combine the investment styles set forth above in
providing broadly diversified Portfolios. For a description of each Portfolio
Manager and its particular investment philosophy and process, please see
"Management of the Portfolios--Portfolio Managers for the Underlying Funds."
Prospectus 11
<PAGE>
Fixed Income Portion of the Portfolios
The fixed income portion of each Portfolio will be allocated among a number
of Underlying Bond Funds which provide a broad range of fixed income-based
investment objectives and strategies. By allocating assets among these Funds,
the fixed income portions of the Portfolios can be diversified in multiple
ways, including the following:
By Region
[ ] U.S. Fixed Income
[ ] Foreign Fixed Income
By Sector/Investment Specialty
[ ] Governments
[ ] Mortgages
[ ] Corporate
[ ] Inflation-Indexed
By Credit Quality
[ ] Investment Grade/Money Market
[ ] Medium Grade
[ ] High Yield
By Duration
[ ] Long-Term
[ ] Intermediate-Term
[ ] Short-Term
For a description of the Underlying Bond Funds and their investment
objectives and strategies, please see "Underlying Funds." Pacific Investment
Management is the investment adviser and Portfolio Manager for each Underlying
Bond Fund. Through asset allocation, PIMCO Advisors can take advantage of the
broad fixed income expertise of Pacific Investment Management and combine the
investment styles set forth above in providing broadly diversified Portfolios.
For a description of Pacific Investment Management and its investment
philosophy and process, please see "Management of the Portfolios--Portfolio
Managers for the Underlying Funds."
Potential Conflicts of Interest
As described above, PIMCO Advisors has broad discretion to allocate and
reallocate the Portfolios' assets among the Underlying Funds, consistent with
the Portfolios' investment objectives and policies and the asset allocation
ranges specified above. Although PIMCO Advisors does not charge an investment
advisory fee for its asset allocation services, PIMCO Advisors and its
affiliates indirectly receive fees (including investment advisory and
administrative fees) from the Underlying Funds in which the Portfolios invest.
In this regard, PIMCO Advisors has a financial incentive to invest a
Portfolio's assets in Underlying Funds with higher fees than other Funds, even
if it believes that alternate investments would better serve the Portfolio's
investment program. PIMCO Advisors is legally obligated to disregard that
incentive in making asset allocation decisions for the Portfolios. The
Trustees and officers of the Trust may also have conflicting interests in
fulfilling their fiduciary duties to both the Portfolios and the Underlying
Funds.
12 PIMCO Funds: Multi-Manager Series
<PAGE>
General Risks of Investing in the Portfolios
Because the Portfolios invest all of their assets in the Underlying Funds,
the risks associated with investing in the Portfolios are closely related to
the risks associated with the securities held by the Underlying Funds. The
ability of a Portfolio to achieve its investment objective will depend upon
the ability of the Underlying Funds to achieve their objectives. Of course,
the extent to which the investment performance and risks associated with a
particular Portfolio correlate to those of a particular Underlying Fund will
depend upon the extent to which the Portfolio's assets are allocated from time
to time for investment in the Underlying Fund. For a description of the
principal risks associated with investments in the Underlying Funds, please
see "Underlying Funds--Principal Risks of the Underlying Funds" in this
Prospectus, "Investment Objectives and Policies" in the Statement of
Additional Information and "Characteristics and Risks of Securities and
Investment Techniques" in the Underlying Fund Prospectuses, which are
incorporated herein by reference and are available free of charge by
telephoning the Trust at 1-800-927-4648.
Portfolio Turnover
A change in the securities held by a Portfolio is known as "portfolio
turnover." Because PIMCO Advisors does not expect to reallocate the
Portfolios' assets among the Underlying Funds on a frequent basis, the
portfolio turnover rates for the Portfolios are expected to be modest (i.e.,
less than 25%) in comparison to most mutual funds. However, the Portfolios'
indirectly bear the expenses associated with portfolio turnover of the
Underlying Funds, a number of which have fairly high portfolio turnover rates
(i.e., in excess of 100%). High portfolio turnover involves correspondingly
greater expenses to an Underlying Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestments in other securities. Shareholders in the Portfolios may also
bear expenses directly or indirectly through sales of securities held by the
Portfolios and the Underlying Funds which result in realization of ordinary
income or taxable capital gains (including short-term capital gains which are
generally taxed at ordinary income tax rates). See "Dividends, Distributions
and Taxes."
Service Systems--Year 2000 Problem
Many of the services provided to the Portfolios depend on the smooth
functioning of computer systems. Many systems in use today cannot distinguish
between the year 1900 and the year 2000. Should any of the service systems
fail to process information properly, that could have an adverse impact on the
Portfolios' operations and services provided to shareholders. The Adviser,
Distributor, Shareholder Servicing and Transfer Agent, Custodian and certain
other service providers to the Portfolios have reported that each is working
toward mitigating the risks associated with the so-called "year 2000 problem."
However, there can be no assurance that the problem will be corrected in all
respects and that the Portfolios' operations and services provided to
shareholders will not be adversely affected, nor can there be any assurance
that the year 2000 problem will not have an adverse effect on the entities
whose securities are held by the Underlying Funds or on domestic or global
equity markets or economies, generally.
"Fundamental" Policies
The investment objective of each Portfolio described in this Prospectus may
be changed by the Board of Trustees without shareholder approval. If there is
a change in a Portfolio's investment objective, shareholders should consider
whether the Portfolio remains an appropriate investment in light of their then
current financial positions and needs.
Prospectus 13
<PAGE>
UNDERLYING FUNDS
Each Portfolio invests all of its assets in Underlying Funds. Accordingly,
each Portfolio's investment performance depends upon a favorable allocation
among the Underlying Funds as well as the ability of the Underlying Funds to
meet their objectives. There can be no assurance that the investment objective
of any Underlying Fund will be achieved. Shares of the Underlying Funds are
not offered in this Prospectus.
Portfolio Managers
PIMCO Advisors serves as investment adviser for each of the Underlying Stock
Funds and its affiliates serve as sub-advisers, except that another affiliate,
Pacific Investment Management, is the sole investment adviser to PIMCO
StocksPLUS Fund. Under these arrangements, the sub-advisers and Pacific
Investment Management (referred to collectively as "Portfolio Managers") have
full investment discretion and make all determinations with respect to the
investment of the assets of these Funds. Pacific Investment Management is also
the sole investment adviser to each Underlying Bond Fund. The Portfolio
Managers and their investment specialties are listed below.
<TABLE>
<CAPTION>
Portfolio Manager Investment Specialty
- -------------------------------------------------------------------------------
<C> <S>
Pacific Investment Management All sectors of the bond
market using its total
return philosophy--seeking
both yield and capital
appreciation
--------------------------
Cadence Capital Management ("Cadence") Stocks of growth companies
that the Portfolio Manager
believes are trading at a
reasonable price
--------------------------
Columbus Circle Investors ("Columbus Circle") (/1/) Stocks, using its
"Positive Momentum &
Positive Surprise"
discipline
--------------------------
NFJ Investment Group ("NFJ") Value stocks that the
Portfolio Manager believes
are undervalued and/or
offer above-average
dividend yields
--------------------------
Blairlogie Capital Management ("Blairlogie") (/2/) International stocks using
Scottish standards of
prudent investment
management with modern
quantitative analytical
tools
--------------------------
Parametric Portfolio Associates ("Parametric") Stocks, using
quantitatively-driven
fundamental analysis and
economic methods, with
specialties in emerging
markets and tax-efficient
products
</TABLE>
1. On or about March 5, 1999, PIMCO Advisors will assume full portfolio
management responsibility for PIMCO Innovation Fund, an Underlying Stock
Fund currently managed by Columbus Circle. See "Management of the
Portfolios--Portfolio Managers for the Underlying Funds--Columbus Circle."
2. On or about March 31, 1999, it is anticipated that PIMCO Advisors will sell
substantially all of its ownership interest in Blairlogie. See "Management
of the Portfolios--Portfolio Managers for the Underlying Funds--
Blairlogie."
14 PIMCO Funds: Multi-Manager Series
<PAGE>
Underlying Stock Funds
The following provides a concise description of the investment objective and
primary investments of each Underlying Stock Fund and lists the Fund's
Portfolio Manager. For a complete description of these Funds, please see the
Underlying Fund Prospectuses, which are incorporated herein by reference and
are available free of charge by telephoning the Trust at 1-800-927-4648.
<TABLE>
<CAPTION>
Portfolio
Fund Name Investment Objective Primary Investments Manager
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Funds PIMCO Equity Income Current income as a primary objective; Common stocks with below-average price NFJ
long-term growth of capital as a to ratios and higher dividend yields
secondary earnings objective relative to their industry groups
----------------------------------------------------------------------------------------------------------------------
PIMCO Renaissance Long-term growth of capital Common stocks with below-average Columbus
and income valuations that have improving Circle
business fundamentals
----------------------------------------------------------------------------------------------------------------------
PIMCO Core Equity Long-term growth of capital; income Common stocks of companies with market Columbus
as a secondary objective capitalizations in excess of $3 billion Circle
----------------------------------------------------------------------------------------------------------------------
PIMCO Mid-Cap Equity Long-term growth of capital Common stocks of companies with market Columbus
capitalizations between $800 million and Circle
$3 billion
----------------------------------------------------------------------------------------------------------------------
PIMCO Value Long-term growth of capital Common stocks with below-average price to NFJ
and income earnings ratios relative to their
industry groups
----------------------------------------------------------------------------------------------------------------------
PIMCO Value 25 Long-term growth of capital Approximately 25 common stocks of NFJ
and income companies with medium market
capitalizations and below-average price
to earnings ratios relative to their
industry groups
----------------------------------------------------------------------------------------------------------------------
PIMCO Capital Growth of capital Common stocks of companies with market Cadence
Appreciation capitalizations of at least $1 billion
that have improving fundamentals and whose
stock is reasonably valued by the market
----------------------------------------------------------------------------------------------------------------------
PIMCO Mid-Cap Growth of capital Common stocks of companies with market Cadence
Growth capitalizations in excess of $500 million
that have improving fundamentals and whose
stock is reasonably valued by the market
----------------------------------------------------------------------------------------------------------------------
PIMCO Enhanced Total return which equals or exceeds Common stocks represented in the S&P 500 Parametric
Equity the total return performance of an
index representing the performance
of a reasonably broad spectrum of
common stocks (currently the S&P 500 (1))
----------------------------------------------------------------------------------------------------------------------
PIMCO Tax-Efficient Maximum after-tax growth of capital A broadly diversified portfolio of at Parametric
Equity least 200 common stocks of companies
with larger market capitalizations
- ------------------------------------------------------------------------------------------------------------------------------------
Aggressive PIMCO Small-Cap Long-term growth of capital and Common stocks of companies with market NFJ
Stock Funds Value income capitalizations between $50 million and $1
billion and below-average price to earnings
ratios relative to their industry groups
----------------------------------------------------------------------------------------------------------------------
PIMCO Small-Cap Growth of capital Common stocks of companies with market Cadence
Growth capitalizations between $50 million and
$1 billion that have improving fundamentals
and whose stock is reasonably valued by
the market
----------------------------------------------------------------------------------------------------------------------
PIMCO Micro-Cap Long-term growth of capital Common stocks of companies with market Cadence
Growth capitalizations of less than $100 million
that have improving fundamentals and whose
stock is reasonably valued by the market
- ------------------------------------------------------------------------------------------------------------------------------------
International PIMCO International Capital appreciation; income is Non-U.S. stocks of companies with small, Blairlogie (2)
Stock Funds incidental medium and large market capitalizations
(developed and emerging markets)
----------------------------------------------------------------------------------------------------------------------
PIMCO International Long-term capital appreciation An international portfolio of equity and Columbus
Growth equity-related securities Circle
----------------------------------------------------------------------------------------------------------------------
PIMCO Structured Long-term growth of capital Common stocks of companies located in Parametric
Emerging Markets emerging market countries
----------------------------------------------------------------------------------------------------------------------
PIMCO Tax-Efficient Same as PIMCO Structured Emerging Common stocks of companies located in Parametric
Structured Markets Fund, except that the Fund emerging market countries
Emerging Markets seeks to achieve superior after-tax
returns by employing a variety of
tax-efficient management strategies
- ------------------------------------------------------------------------------------------------------------------------------------
Specialized PIMCO Innovation Capital appreciation; no consideration Common stocks of companies with small, Columbus
Stock Funds given to income medium and large market capitalizations Circle (3)
(technology-related stocks)
----------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS Total return which exceeds the total S&P 500 stock index derivatives Pacific
return performance of the S&P 500 backed by a portfolio of fixed Investment
income securities Management
</TABLE>
1. The Standard & Poor's 500 Composite Stock Price Index.
2. On or about March 31, 1999, it is anticipated that PIMCO Advisors will sell
substantially all of its ownership interest in Blairlogie. It is expected
that Blairlogie will continue to serve as the Portfolio Manager for PIMCO
International Fund, subject to the approval of the Fund's shareholders.
3. On or about March 5, 1999, PIMCO Advisors will assume full portfolio
management responsibility for PIMCO Innovation Fund. See "Management of the
Portfolios-Portfolio Managers for the Underlying Funds-Columbus Circle."
Prospectus 15
<PAGE>
Underlying Bond Funds
Pacific Investment Management has full investment discretion and makes all
determinations with respect to the investment of the assets of each Underlying
Bond Fund.
The investment objective of each Underlying Bond Fund (except as provided
below) is to seek to realize maximum total return, consistent with
preservation of capital and prudent investment management. The "total return"
sought by most of the Underlying Bond Funds will consist of interest and
dividends from underlying securities and capital appreciation or depreciation
reflected in changes in the value of portfolio securities. The investment
objective of PIMCO Real Return Bond Fund is to seek to realize maximum real
return, consistent with preservation of real capital and prudent investment
management. "Real return" is total return adjusted for inflation. The
investment objective of each of PIMCO Money Market Fund and PIMCO Short-Term
Fund is to seek to obtain maximum current income consistent with preservation
of capital and daily liquidity. PIMCO Money Market Fund also attempts to
maintain a stable net asset value of $1.00 per share, although there can be no
assurance that it will be successful in doing so.
The following provides a concise description of the primary investments of
and other information relating to each Underlying Bond Fund. For a complete
description of these Funds, please see the Underlying Fund Prospectus for
PIMCO Funds: Pacific Investment Management Series, which is incorporated
herein by reference and is available free of charge by telephoning the Trust
at 1-800-927-4648.
<TABLE>
<CAPTION>
Fund Name Primary Investments Duration Credit Quality (/1/)
- -----------------------------------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C>
Short-Term PIMCO Money Market Money market instruments [less than or Min 95% Aaa or Prime 1;
Bond Funds equal to] (Less than or equal to]
90 days 5% Aa or Prime 2
dollar-weighted
average maturity
----------------------------------------------------------------------------------------------------------
PIMCO Short-Term Money market instruments 0-1 yr B to Aaa; max 10%
and short maturity fixed below Baa
income securities
----------------------------------------------------------------------------------------------------------
PIMCO Low Duration Short and intermediate 1-3 yrs B to Aaa; max 10%
maturity fixed income below Baa
securities
- -----------------------------------------------------------------------------------------------------------------------
Intermediate- PIMCO Moderate Duration Short and intermediate 2-5 yrs B to Aaa; max 10%
Term maturity fixed income below Baa
Bond Funds securities
----------------------------------------------------------------------------------------------------------
PIMCO Real Return Bond Inflation-indexed fixed N/A B to Aaa; max 10%
income securities below Baa
----------------------------------------------------------------------------------------------------------
PIMCO Total Return Intermediate maturity 3-6 yrs B to Aaa; max 10%
fixed income securities below Baa
----------------------------------------------------------------------------------------------------------
PIMCO Total Return II Same as PIMCO Total Return 3-6 yrs Baa to Aaa
Fund, except that the Fund
is subject to credit quality and
foreign issuer
restrictions
----------------------------------------------------------------------------------------------------------
PIMCO High Yield Higher yielding fixed 2-6 yrs B to Aaa; min 65%
income securities below Baa
- -----------------------------------------------------------------------------------------------------------------------
Long-Term PIMCO Long-Term U.S. Long-term maturity fixed [less than or A to Aaa
Bond Funds Government income securities equal to 8 yrs
- -----------------------------------------------------------------------------------------------------------------------
International PIMCO Global Bond Intermediate maturity U.S. 3-7 yrs B to Aaa; max 10%
Bond Funds and foreign fixed income below Baa
securities
----------------------------------------------------------------------------------------------------------
PIMCO Foreign Bond Intermediate maturity 3-7 yrs B to Aaa; max 10%
hedged foreign fixed below Baa
income securities
----------------------------------------------------------------------------------------------------------
PIMCO Emerging Markets Bond Emerging market fixed 0-8 yrs B to Aaa
income securities
<CAPTION>
Foreign (/2/)
- -----------------------------------------------------------------------------------------------------------------------
<C>
0%
----------------------------------------------------------------------------------------------------------
0-5%
----------------------------------------------------------------------------------------------------------
0-20%
- -----------------------------------------------------------------------------------------------------------------------
0-20%
----------------------------------------------------------------------------------------------------------
0-35%
----------------------------------------------------------------------------------------------------------
0-20%
----------------------------------------------------------------------------------------------------------
0%
----------------------------------------------------------------------------------------------------------
0%
- -----------------------------------------------------------------------------------------------------------------------
0%
- -----------------------------------------------------------------------------------------------------------------------
25-75%
----------------------------------------------------------------------------------------------------------
[greater than or equal to]
85%
----------------------------------------------------------------------------------------------------------
[greater than or equal to]
80%
</TABLE>
1. As rated by Moody's Investors Service, Inc., or if unrated, determined by
Pacific Investment Management to be of comparable quality.
2. Percentage limitations relate to foreign currency-denominated securities
for all Underlying Bond Funds except PIMCO Foreign Bond, Global Bond and
Emerging Markets Bond Funds. Percentage limitations for these three Funds re-
late to securities of foreign issuers, denominated in any currency. Each Un-
derlying Bond Fund (except PIMCO Total Return II and Long-Term U.S. Government
Funds) may invest beyond these limits in U.S. dollar-denominated securities of
foreign issuers. PIMCO Total Return II and Long-Term U.S. Government Funds may
not invest in any securities of foreign issuers.
16 PIMCO Funds: Multi-Manager Series
<PAGE>
Each Underlying Bond Fund will normally invest at least 65% of its assets in
the following types of securities, which, unless provided above, may be issued
by domestic or foreign entities and denominated in U.S. dollars or foreign
currencies: securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government securities"); corporate debt
securities, including convertible securities and corporate commercial paper;
mortgage-backed and other asset-backed securities; inflation-indexed bonds
issued by both governments and corporations; structured notes, including
hybrid or "indexed" securities, catastrophe bonds and loan participations;
delayed funding loans and revolving credit facilities; bank certificates of
deposit, fixed time deposits and bankers' acceptances; repurchase agreements
and reverse repurchase agreements; debt securities issued by states or local
governments and their agencies, authorities and instrumentalities; obligations
of foreign governments or their subdivisions, agencies and instrumentalities;
and obligations of international agencies or supranational entities. Fixed
income securities may have fixed, variable or floating rates of interest,
including rates of interest that vary inversely at a multiple of a designated
or floating rate, or that vary according to changes in relative values of
currencies. Most of the Underlying Bond Funds may (but are not required to)
make substantial use of derivative instruments or use a series of purchase and
sale contracts or other investment techniques to obtain market exposure to the
securities in which they primarily invest.
Additional Underlying Funds
In addition to the Funds listed above, a Portfolio may invest in additional
Underlying Funds, including those that may become available for investment in
the future, at the discretion of PIMCO Advisors and without shareholder
approval.
Principal Risks of the Underlying Funds
There can be no assurance that the investment objectives of any of the
Underlying Funds will be achieved. The following summarizes principal risks
associated with investments in the Underlying Funds. The summary is not
intended to be exhaustive. For a more complete description of these risks,
please refer to "Investment Objectives and Policies" in the Statement of
Additional Information and "Characteristics and Risks of Securities and
Investment Techniques" in the Underlying Fund Prospectuses, which are
incorporated herein by reference and are available free of charge by
telephoning the Trust at 1-800-927-4648.
Market Risk Most securities in which the Underlying Funds invest are subject
to some degree of market risk, which is the risk of unfavorable market-induced
changes in the value of a security. The following summarizes general market
risks associated with investments in fixed income and equity securities.
Fixed Income Securities Changes in the market values of fixed income
securities (i.e., capital appreciation or depreciation) are largely a function
of changes in the current level of interest rates. The value of an Underlying
Fund's investments in fixed income securities will typically change as the
level of interest rates fluctuate. During periods of falling interest rates,
the value of fixed income securities generally rise. Conversely, during
periods of rising interest rates, the value of fixed income securities
generally decline.
"Duration" is one measure of the expected life of a fixed income security.
When interest rates are falling, a portfolio with a shorter duration will
generally not generate as high a level of total return as a portfolio with a
longer duration. When interest rates are rising, a portfolio with a shorter
duration will generally outperform a longer duration portfolio. When interest
rates are flat, shorter duration portfolios generally will not generate as
high a level of total return as longer duration portfolios (assuming that
long-term interest rates are higher than short-term rates, which is commonly
the case). Accordingly, longer duration portfolios generally have a greater
potential for total return than shorter duration portfolios,
Prospectus 17
<PAGE>
but are also subject to greater levels of market risk and price volatility.
Therefore, Underlying Bond Funds with longer average portfolio durations
(e.g., PIMCO Long-Term U.S. Government Fund) are generally subject to higher
levels of market risk than Funds with shorter durations (e.g., PIMCO Money
Market, Short-Term and Low Duration Funds). Also, some portfolios (e.g., those
with mortgage-backed and other prepayable securities) have changing durations
and may have increasing durations precisely when that is least advantageous
(i.e., when interest rates are rising).
Certain types of securities in which the Underlying Bond Funds may invest
are particularly sensitive to fluctuations in prevailing interest rates and
have relatively high levels of market risk. These include various mortgage-
related securities (for instance, the interest-only or "IO" class of a
stripped mortgage-backed security) and "zero coupon" securities (fixed income
securities, including certain U.S. Government securities, that do not make
periodic interest payments and are purchased at a discount from their value at
maturity). Please see "Investment Objectives and Policies" in the Statement of
Additional Information for a description of these and other fixed income
securities that are particularly sensitive to market risk.
Equity Securities Changes in the market values of equity securities (i.e.,
capital appreciation or depreciation) may depend upon a number of factors,
including: general economic and market conditions; prospects of the security's
issuer; changing interest rates; real or perceived economic and competitive
industry conditions; and currency exchange rates. Generally, over the long
term, the total return obtained by a portfolio that invests primarily in
equity securities has historically been greater than that obtained by a
portfolio that invests primarily in fixed income securities. However, an
equity portfolio is generally subject to greater market risk and price
volatility than a fixed income portfolio and is considered to be a more
aggressive investment.
Credit Risk of Fixed Income Securities Credit risk associated with
investments in fixed income securities relates to the ability of the issuer to
make scheduled payments of principal and interest on an obligation. The
Underlying Funds that invest in fixed income securities are subject to varying
degrees of risk that the issuers of the securities will have their credit
ratings downgraded or will default, potentially reducing the Underlying Fund's
share price and income level. Nearly all fixed income securities are subject
to some credit risk, whether the issuers of the securities are corporations,
states and local governments or foreign governments. Even certain U.S.
Government securities are subject to credit risk.
Credit risk is particularly acute for Underlying Funds which invest in so-
called "high-yield" securities or "junk" bonds, which are fixed income
securities rated lower than Baa by Moody's Investors Service, Inc. ("Moody's")
or BBB by Standard & Poor's Ratings Services ("S&P"), or are determined to be
of comparable quality to securities so rated. While such securities offer the
potential for higher investment returns than higher-rated securities, they
carry a high degree of credit risk and are considered predominantly
speculative with respect to the issuer's continuing ability to meet principal
and interest payments. High yield securities may also be more susceptible to
real or perceived adverse economic and competitive industry conditions and may
be less liquid than higher-rated securities. Accordingly, Underlying Funds
which invest a significant portion of their assets in high yield securities
(e.g., PIMCO High Yield and Emerging Markets Bond Funds) are subject to
substantial credit risk, while Funds that invest in higher quality securities
(e.g., PIMCO Money Market and Long-Term U.S. Government Funds) are subject to
less credit risk.
Investments in Companies with Small Market Capitalizations Certain
Underlying Stock Funds (in particular, PIMCO Micro-Cap Growth, Small-Cap Value
and Small-Cap Growth Funds) invest in common stock of companies with market
capitalizations that are small compared to other publicly traded companies.
Investments in smaller, less seasoned companies may present greater
opportunities for growth and capital appreciation, but also involve greater
risks than customarily are associated with larger, more established companies.
These companies may have limited product
18 PIMCO Funds: Multi-Manager Series
<PAGE>
lines, markets or financial resources, or they may be dependent upon a limited
management group. In addition, their securities may be traded in the over-the-
counter market or on a regional exchange, or may otherwise have limited
liquidity.
Foreign Securities and Currencies Many Underlying Funds (in particular,
PIMCO International, International Growth, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets, Global Bond, Foreign Bond and Emerging
Markets Bond Funds) invest in securities of foreign issuers, securities traded
principally in securities markets outside the United States and/or securities
denominated in foreign currencies (together, "foreign securities").
Investing in foreign securities involves special risks not typically
associated with investing in U.S. securities. These risks include: differences
in accounting, auditing and financial reporting standards; generally higher
commission rates on foreign portfolio transactions; higher custodial costs;
the possibility that foreign taxes will be charged on dividends and interest
payable on foreign securities; the possibility of nationalization,
expropriation or confiscatory taxation; adverse changes in investment or
exchange control regulations (which may include suspension of the ability to
transfer currency from a country); political instability; the possibility of
unfavorable foreign economic factors; and greater price volatility.
Certain Underlying Funds (in particular, PIMCO Structured Emerging Markets,
Tax-Efficient Structured Emerging Markets and Emerging Markets Bond Funds) may
invest in the securities of issuers based in countries with developing or
"emerging market" economies. These securities may present market, credit,
currency, liquidity, legal, political and other risks greater than, or in
addition to, risks of investing in developed foreign countries. These risks
include: high currency exchange rate fluctuations; greater social, economic
and political uncertainty and instability (including the risk of war); more
substantial governmental involvement in the economy; less governmental
supervision and regulation of the securities markets and participants in those
markets; unavailability of currency hedging techniques in certain emerging
market countries; the fact that companies in emerging market countries may be
newly organized and may be smaller and less seasoned companies; the difference
in, or lack of, auditing and financial reporting standards, which may result
in unavailability of material information about issuers; different clearance
and settlement procedures, which may be unable to keep pace with the volume of
securities transactions or otherwise make it difficult to engage in such
transactions; the risk that it may be more difficult to obtain and/or enforce
legal judgments in foreign jurisdictions; and significantly smaller market
capitalizations of emerging market issuers.
Underlying Funds that invest in fixed income securities denominated in
foreign currencies or in foreign currencies and related derivative instruments
(in particular, PIMCO Global Bond, Foreign Bond and Emerging Markets Bond
Funds) and Underlying Funds that invest in equity securities traded
principally in foreign currencies, may be adversely affected by changes in
foreign currency exchange rates. Those rates may fluctuate significantly over
short periods of time for a number of reasons, including the forces of supply
and demand in the foreign exchange markets, actual or perceived changes in
interest rates, and intervention (or the failure to intervene) by U.S. or
foreign governments or central banks, or by currency controls or political
developments in the U.S. or abroad. For example, significant uncertainty
surrounds the recent introduction of the euro (a common currency unit for the
European Union) in January 1999 and its ongoing effect on the value of
securities denominated in local European currencies. For a more complete
discussion of foreign currency risks (including those associated with the
euro), please see "Investment Objectives and Policies--Foreign Currencies" in
the Statement of Additional Information.
Derivative Instruments The Underlying Funds (with the exception of PIMCO
Money Market Fund) may (but are not required to) utilize a number of
derivative instruments for risk management purposes or as part of their
investment strategies. These include futures contracts, options contracts,
options on futures contracts, forward contracts and swap
Prospectus 19
<PAGE>
agreements. Generally, derivatives are financial contracts whose value depends
upon, or is derived from, the value of an underlying asset, reference rate or
index, and may relate to stocks, bonds, interest rates, currencies or currency
exchange rates, commodities, and related indexes. For a description of the
various derivative instruments that may be utilized by the Underlying Funds,
please see "Investment Objectives and Policies" in the Statement of Additional
Information.
The use of derivatives instruments involves risks different from, or greater
than, the risks associated with investing directly in securities and other
more traditional investments. The following provides a general discussion of
important risk factors relating to the use of derivative instruments by the
Underlying Funds.
Management Risk Derivative products are highly specialized instruments that
require investment techniques and risk analyses different from those
associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument but also of the derivative
itself, without the benefit of observing the performance of the derivative
under all possible market conditions.
Credit Risk The use of a derivative involves the risk that a loss may be
sustained as a result of the failure of another party to the contract (usually
referred to as a "counterparty") to make required payments or otherwise comply
with the contract's terms.
Liquidity Risk Liquidity risk exists when a particular derivative instrument
is difficult to purchase or sell. If a derivative transaction is particularly
large or if the relevant market is illiquid (as is the case with many
privately negotiated derivatives), it may not be possible to initiate a
transaction or liquidate a position at an advantageous time or price.
Leverage Risk Because many derivatives have a leverage component, adverse
changes in the value or level of the underlying asset, reference rate or index
can result in a loss substantially greater than the amount invested in the
derivative itself. Certain derivatives have the potential for unlimited loss,
regardless of the size of the initial investment. When an Underlying Fund uses
derivatives for leverage, investments in that Fund will tend to be more
volatile, resulting in larger gains or losses in response to market changes.
Market and Other Risks Like most other investments, derivative instruments
are subject to the general risk that the market value of the instrument will
change in a way detrimental to the investor's interest. Other risks in using
derivatives include the risk of mispricing or improper valuation of
derivatives and the inability of derivatives to correlate perfectly with
underlying assets, rates and indexes. Many derivatives, in particular
privately negotiated derivatives, are complex and often valued subjectively.
Improper valuations can result in increased cash payment requirements to
counterparties or a loss of value to an Underlying Fund. Also, the value of
derivatives may not correlate perfectly, or at all, with the value of the
assets, reference rates or indices they are designed to closely track.
Consequently, an Underlying Fund's use of derivatives may not always be an
effective means of, and sometimes could be counterproductive to, furthering
the Fund's investment objective or risk management strategy. In addition,
suitable derivative transactions may not be available in all circumstances and
there can be no assurance that an Underlying Fund will engage in such
transactions at any given time or from time to time.
A Note on PIMCO StocksPLUS Fund While the objective of PIMCO StocksPLUS Fund
is to achieve a total return which exceeds the total return performance of the
S&P 500, it does so by investing substantially all of its assets in a
combination of equity-based derivative instruments and a portfolio of fixed
income securities. Consequently, the risks of investing in the Fund include
the risks of derivatives and the risks generally associated with the
Underlying Bond Funds. To the extent that the Fund invests in S&P 500
derivatives backed by a portfolio of fixed income securities, under certain
20 PIMCO Funds: Multi-Manager Series
<PAGE>
conditions, generally in a market where the value of both S&P 500 derivatives
and fixed income securities are declining, the Fund may experience greater
losses than would be the case if it were to invest directly in a portfolio of
S&P 500 stocks.
Certain Other Miscellaneous Investment Practices In addition to investing in
the securities listed above under "Primary Investments," some or all of the
Underlying Funds may to varying extents: lend portfolio securities; enter into
repurchase agreements and reverse repurchase agreements; purchase and sell
securities on a when-issued or delayed delivery basis; enter into forward
commitments to purchase securities; purchase and write call and put options on
securities and securities indexes; enter into futures contracts, options on
futures contracts and swap agreements; invest in foreign securities; and buy
or sell foreign currencies and enter into forward foreign currency contracts.
These and the other types of securities and investment techniques used by the
Underlying Funds all have attendant risks. The Portfolios are indirectly
subject to some or all of these risks to varying degrees because they invest
all of their assets in the Underlying Funds. For further information
concerning the investment practices of and risks associated with the
Underlying Funds, please see "Investment Objectives and Policies" in the
Statement of Additional Information and the Underlying Fund Prospectuses,
which are incorporated herein by reference and are available free of charge by
telephoning the Trust at 1-800-927-4648.
MANAGEMENT OF THE PORTFOLIOS
The business affairs of the Trust are managed under the direction of the
Board of Trustees. Information about the Trustees and the Trust's executive
officers may be found in the Statement of Additional Information under the
heading "Management of the Trust."
Investment Adviser
PIMCO Advisors serves as investment adviser to the Portfolios pursuant to an
investment advisory agreement with the Trust. PIMCO Advisors is a Delaware
limited partnership organized in 1987. PIMCO Advisors provides investment
management and advisory services to private accounts of institutional and
individual clients and to mutual funds. Total assets under management of PIMCO
Advisors and its subsidiary partnerships as of December 31, 1998 were
approximately $244.2 billion.
The general partners of PIMCO Advisors are PIMCO Partners, G.P. and PIMCO
Advisors Holdings L.P. ("PAH"). PIMCO Partners, G.P. is a general partnership
between PIMCO Holding LLC, a Delaware limited liability company and an
indirect wholly-owned subsidiary of Pacific Life Insurance Company, and PIMCO
Partners LLC, a California limited liability company controlled by the current
Managing Directors and two former Managing Directors of Pacific Investment
Management. PIMCO Partners, G.P. is the sole general partner of PAH. PIMCO
Advisors is governed by a Management Board, which exercises substantially all
of the governance powers of the general partner and serves as the functional
equivalent of a board of directors.
PIMCO Advisors' address is 800 Newport Center Drive, Newport Beach,
California 92660. PIMCO Advisors is registered as an investment adviser with
the Securities and Exchange Commission. PIMCO Advisors currently has seven
subsidiary investment adviser partnerships, the following six of which manage
one or more of the Underlying Funds: Blairlogie, Cadence, Columbus Circle,
NFJ, Pacific Investment Management and Parametric. On or about March 31, 1999,
it is anticipated that PIMCO Advisors will sell substantially all of its
ownership interest in Blairlogie. See "Portfolio Managers for the Underlying
Funds--Blairlogie" below.
Prospectus 21
<PAGE>
PIMCO Advisors' Asset Allocation Committee is responsible for determining
how the Portfolios' assets are allocated and reallocated from time to time
among the Underlying Funds. Individuals who determine general investment
advice and constitute the Asset Allocation Committee for PIMCO Advisors are
William D. Cvengros, Timothy R. Clark, Robert S. Venable and David Young.
William D. Cvengros is the Chief Executive Officer, President and a Member
of the Management Board of PIMCO Advisors and Chairman and a Trustee of the
Trust. He was formerly President of the Trust and a Director and the Vice
Chairman and Chief Investment Officer of Pacific Life Insurance Company. He
received a B.A. in Economics from the University of Notre Dame and an M.B.A.
from Northwestern University and he is a Chartered Financial Analyst. Timothy
R. Clark is a Vice President of PIMCO Advisors and a Senior Vice President of
PIMCO Funds Distributors LLC. He previously served as President of Katonah
Capital Management, Inc. Prior to that, he was with Zweig Advisors Inc. and
its affiliates serving in various capacities, including portfolio manager for
various open- and closed-end funds. He received a B.A. in Economics from
Harvard University and an M.B.A. from New York University. Robert S. Venable
is a Vice President of PIMCO Advisors. He previously served as a Vice
President and portfolio manager at Pacific Investment Management. Mr. Venable
has a B.S. from the University of California, Berkeley and an M.B.A. from the
Wharton School of Business and he is a Chartered Financial Analyst. David
Young is a Vice President in Account Management at Pacific Investment
Management. Previously, he was a Vice President--Client Relations and
Marketing of a former division of PIMCO Advisors, a Director--Client Relations
with Pacific Financial Asset Management Company and a Vice President and
portfolio manager with Analytic Investment Management, Inc. He received a B.A.
in Economics and Political Science and an M.B.A. from the University of
California, Irvine and he is a Chartered Financial Analyst.
Under the investment advisory agreement, PIMCO Advisors, subject to the
supervision of the Board of Trustees, is responsible for providing advice and
guidance with respect to the Portfolios and for managing, either directly or
through others selected by the Adviser, the investment of the Portfolios.
PIMCO Advisors also furnishes to the Board of Trustees periodic reports on the
investment performance of each Portfolio.
Portfolio Managers for the Underlying Funds
Pursuant to portfolio management agreements, PIMCO Advisors employs
Portfolio Managers to manage the portfolios of all of the Underlying Stock
Funds with the exception of PIMCO StocksPLUS Fund, for which Pacific
Investment Management serves as investment adviser and Portfolio Manager.
Pacific Investment Management also serves as investment adviser and Portfolio
Manager of each Underlying Bond Fund. The Portfolio Managers have full
investment discretion and make all determinations with respect to the
investment of the assets of the Underlying Funds they manage. If a Portfolio
Manager ceases to manage the portfolio of an Underlying Stock Fund for which
PIMCO Advisors serves as adviser, PIMCO Advisors will either assume full
responsibility for the management of that Fund, or retain a new portfolio
manager subject to the approval of the Trustees and, if required, the
shareholders of the Fund.
Pacific Investment Management manages each Underlying Bond Fund and PIMCO
StocksPLUS Fund, each of which is a series of PIMCO Funds: Pacific Investment
Management Series. Pacific Investment Management is an investment management
firm organized as a general partnership. Pacific Investment Management has two
partners: PIMCO Advisors as the supervisory partner, and PIMCO Management,
Inc. as the managing partner. Pacific Investment Management Company, the
predecessor investment adviser to Pacific Investment Management, commenced
operations in 1971. Pacific Investment Management had approximately $158
billion of assets under management as of December 31, 1998. Pacific Investment
Management's address is 840 Newport Center Drive, Suite 300, Newport Beach,
22 PIMCO Funds: Multi-Manager Series
<PAGE>
California 92660. Pacific Investment Management is registered as an investment
adviser with the Securities and Exchange Commission and as a commodity trading
adviser with the CFTC.
Pacific Investment Management specializes in all sectors of the fixed income
market using its total return philosophy--seeking both yield and capital
appreciation. Pacific Investment Management's total return philosophy revolves
around the principle of diversification and that no single risk should
dominate returns. By diversifying strategies, or relying on multiple sources
of value, Pacific Investment Management attempts to generate a solid track
record with a high degree of consistency. Pacific Investment Management seeks
to add value through the use of "top down" strategies such as its exposure to
interest rates, or duration, changing volatility, yield curve positioning and
sector rotation. "Bottom up" strategies are also employed involving analysis
and selection of specific securities.
Cadence manages PIMCO Capital Appreciation, Mid-Cap Growth, Small-Cap Growth
and Micro-Cap Growth Funds (the "Cadence Funds"). Cadence is an investment
management firm organized as a general partnership. Cadence has two partners:
PIMCO Advisors as the supervisory partner, and Cadence Capital Management Inc.
as the managing partner. Cadence Capital Management Corporation, the
predecessor investment adviser to Cadence, commenced operations in 1988.
Accounts managed by Cadence had combined assets as of December 31, 1998 of
approximately $7.4 billion. Cadence's address is Exchange Place, 53 State
Street, Boston, Massachusetts 02109. Cadence is registered as an investment
adviser with the Securities and Exchange Commission.
Cadence utilizes an equity investment strategy that focuses on both growth
(evaluating securities on the basis of their potential earnings growth) and
value (evaluating securities based on their price) characteristics, and
attempts to identify reasonably priced securities that offer rapid prospective
earnings growth potential. Cadence utilizes a quantitative screening process
in selecting stocks. Distinct computerized models are used to screen and rank
each issue in a selected universe according to growth and price
considerations. Cadence believes that the models identify the stocks in the
universe exhibiting growth characteristics with reasonable valuations. Stocks
are then selected for a portfolio using qualitative research, and are replaced
when they score worse-than-median screen ranks, have negative earnings
surprises or show poor relative performance. The universes are rescreened
frequently to obtain a favorable composition of growth and value
characteristics for the Cadence Funds.
Columbus Circle manages PIMCO Renaissance, Core Equity, Mid-Cap Equity,
International Growth and Innovation Funds* (the "Columbus Circle Funds").
Columbus Circle is an investment management firm organized as a general
partnership. Columbus Circle has two partners: PIMCO Advisors as the
supervisory partner, and Columbus Circle Investors Management Inc. as the
managing partner. Columbus Circle Investors Division of Thomson Advisory Group
L.P. ("TAG"), the predecessor investment adviser to Columbus Circle, commenced
operations in 1975. Accounts managed by Columbus Circle had combined assets as
of December 31, 1998 of approximately $9.6 billion. Columbus Circle's address
is Metro Center, One Station Place, 8th Floor, Stamford, Connecticut 06902.
Columbus Circle is registered as an investment adviser with the Securities and
Exchange Commission.
At the center of Columbus Circle's equity investment strategy is its theory
of Positive Momentum & Positive Surprise. This theory asserts that a good
company doing better than generally expected will experience a rise in its
stock price, and conversely, a company falling short of expectations will
experience a drop in its stock price. Based on this theory, Columbus Circle
attempts to manage the Columbus Circle Funds with a view to investing in
growing companies that are surprising the market with business results that
are better than anticipated.
- --------
* On or about March 5, 1999, PIMCO Advisors will assume full portfolio
management responsibility for PIMCO Innovation Fund under the terms of the
Trust's investment advisory agreement with PIMCO Advisors. The PIMCO Equity
Advisors Division of PIMCO Advisors will have responsibility for the day-
to-day portfolio management of the Fund. Information about PIMCO Advisors
is provided above under "Investment Adviser."
Prospectus 23
<PAGE>
NFJ manages PIMCO Equity Income, Value, Value 25 and Small-Cap Value Funds
(the "NFJ Funds"). NFJ is an investment management firm organized as a general
partnership. NFJ has two partners: PIMCO Advisors as the supervisory partner,
and NFJ Management Inc. as the managing partner. NFJ Investment Group, Inc.,
the predecessor investment adviser to NFJ, commenced operations in 1989.
Accounts managed by NFJ had combined assets as of December 31, 1998 of
approximately $2.4 billion. NFJ's address is 2121 San Jacinto, Suite 1840,
Dallas, Texas 75201. NFJ is registered as an investment adviser with the
Securities and Exchange Commission.
In managing the NFJ Funds, NFJ uses a value-based philosophy and investment
process. NFJ adheres to the traditional value philosophy that stocks priced
lower than the true value of the issuing company will increase in value, but
differs from many value managers by also considering industry diversification
and the benefits it affords a portfolio. NFJ classifies stock universes by
industry and according to market capitalization. Stocks are selected from a
universe using screening processes that focus on low P/E ratios and/or high
yields within each industry, subject to quality and price momentum screens.
Although quarterly rebalancing is a general rule, NFJ will replace stocks when
an alternate stock within the same industry has a significantly better
characteristics than the current NFJ Fund holdings.
Blairlogie manages PIMCO International Fund. Blairlogie is an investment
management firm organized as a limited partnership under the laws of the
United Kingdom with two general partners and one limited partner. Currently,
the general partners are PIMCO Advisors, which serves as the supervisory
partner, and Blairlogie Holdings Limited, a wholly owned subsidiary of PIMCO
Advisors, which serves as the managing partner. Blairlogie Capital Management
Ltd., the predecessor investment adviser to Blairlogie, commenced operations
in 1992. Accounts managed by Blairlogie had combined assets as of December 31,
1998 of approximately $900 million. Blairlogie's address is 4th Floor, 125
Princes Street, Edinburgh EH2 4AD, Scotland. Blairlogie is registered as an
investment adviser with the Securities and Exchange Commission in the United
States and with the Investment Management Regulatory Organisation in the
United Kingdom.
Blairlogie has more than 50 years of experience in the highly specialized
field of international investing. Its investment philosophy combines
traditional Scottish standards of prudent investment management with modern
quantitative analytical tools. In managing PIMCO International Fund,
Blairlogie employs sophisticated analytical tools to attain specific
information on each country considered for investment and conducts personal
visits to numerous geographical regions, using the information to determine
country allocations. It then selects what it believes to be the best stocks
within each country according to growth, quality and value characteristics.
Through continued monitoring, sell decisions are influenced by changes in
country weightings or changes in a particular security's attractiveness.
It is anticipated that PIMCO Advisors will sell substantially all of its
ownership interest in Blairlogie to Alleghany Asset Management, Inc. on or
about March 31, 1999 (the "Blairlogie Transaction"). The consummation of the
Blairlogie Transaction is subject to a number of conditions. Subject to the
approval of the shareholders of PIMCO International Fund, PIMCO Advisors has
determined to continue to retain Blairlogie as the Portfolio Manager of the
Fund subsequent to the Blairlogie Transaction pursuant to a new portfolio
management agreement between PIMCO Advisors and Blairlogie. This Prospectus
will be supplemented or revised if these events do not occur substantially in
accordance with the schedule outlined above.
Parametric manages PIMCO Enhanced Equity, Tax-Efficient Equity, Structured
Emerging Markets and Tax-Efficient Structured Emerging Markets Funds (the
"Parametric Funds"). Parametric is an investment management firm organized as
a general partnership. Parametric has two partners: PIMCO Advisors as the
supervisory partner, and Parametric Management Inc. as the managing partner.
Parametric Portfolio Associates, Inc., the predecessor investment
24 PIMCO Funds: Multi-Manager Series
<PAGE>
adviser to Parametric, commenced operations in 1987. Accounts managed by
Parametric had combined assets as of December 31, 1998 of approximately $3.4
billion. Parametric's address is 7310 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104-7090. Parametric is registered as an investment
adviser with the SEC and as a commodity trading adviser with the CFTC.
Parametric has developed a structured, long-term investment process that
combines quantitatively-driven fundamental analysis and economic methods.
Parametric attempts to build risk-controlled portfolios of equity securities
that are both reasonably priced and poised to benefit from investor sentiment
by combining its understanding of the financial markets and investment
behavior with extensive quantitative research and modeling. This investment
philosophy is applied for each Parametric Fund, including those with an
emerging markets or tax-efficient focus.
Fund Administrator
PIMCO Advisors also serves as administrator (the "Administrator") for the
Portfolios' Institutional Class and Administrative Class shares pursuant to an
administration agreement with the Trust. The Administrator provides or
procures administrative services for Institutional Class and Administrative
Class shareholders of the Portfolios, which include clerical help and
accounting, bookkeeping, internal audit services and certain other services
required by the Portfolios and preparation of reports to the Portfolios'
shareholders and regulatory filings. The Administrator has retained Pacific
Investment Management to provide such services as sub-administrator. The
Administrator and/or the sub-administrator may also retain other affiliates to
provide certain of these services. In addition, the Administrator, at its own
expense, arranges for the provision of legal, audit, custody, transfer agency
(including sub-transfer agency and other administrative services) and other
services necessary for the ordinary operation of the Portfolios, and is
responsible for the costs of registration of the Trust's shares and the
printing of prospectuses and shareholder reports for current shareholders.
The Portfolios (and not the Administrator) are responsible for the following
expenses: (i) salaries and other compensation of any of the Trust's executive
officers and employees who are not officers, directors, stockholders or
employees of PIMCO Advisors, Pacific Investment Management or their
subsidiaries or affiliates; (ii) taxes and governmental fees; (iii) brokerage
fees and commissions and other portfolio transaction expenses; (iv) the costs
of borrowing money, including interest expenses; (v) fees and expenses of the
Trustees who are not "interested persons" of the Adviser, any Portfolio
Manager or the Trust, and any counsel retained exclusively for their benefit;
(vi) extraordinary expenses, including costs of litigation and indemnification
expenses; (vii) expenses which are capitalized in accordance with generally
accepted accounting principles; and (viii) any expenses allocated or allocable
to a specific class of shares, which include distribution and/or service fees
payable with respect to the Administrative Class shares, and may include
certain other expenses as permitted by the Trust's Multiple Class Plan adopted
pursuant to Rule 18f-3 under the 1940 Act, subject to review and approval by
the Trustees. The Portfolios also indirectly pay their proportionate share of
the expenses of the Underlying Funds (including advisory and administrative
fees) in which they invest. See "Underlying Fund Expenses" below.
Prospectus 25
<PAGE>
Advisory Fees
The Portfolios do not pay any fees to PIMCO Advisors under the Trust's
investment advisory agreement in return for the advisory and asset allocation
services provided by PIMCO Advisors. The Portfolios do, however, indirectly
pay a proportionate share of the advisory fees paid to PIMCO Advisors and
Pacific Investment Management by the Underlying Funds in which the Portfolios
invest. See "Underlying Fund Expenses" below.
Administrative Fees
The Portfolios feature fixed administrative fees. For providing or procuring
administrative services to the Portfolios as described above, the
Administrator receives monthly fees from each Portfolio at the annual rate of
[ ]% based on the average daily net assets attributable in the aggregate to
the Portfolio's Institutional Class and Administrative Class shares. The
Portfolios also indirectly pay a proportionate share of the administrative
fees charged by PIMCO Advisors and Pacific Investment Management to the
Underlying Funds in which the Portfolios invest. See "Underlying Fund
Expenses" below. The administration and sub-administration agreements for the
Portfolios may be terminated by the Trustees, or by PIMCO Advisors or Pacific
Investment Management (as the case may be), on 60 days' written notice.
Following their initial terms, the agreements will continue from year-to-year
if approved by the Trustees.
Underlying Fund Expenses
The expenses associated with investing in a "fund of funds," such as the
Portfolios, are generally higher than those for mutual funds that do not
invest primarily in other mutual funds. This is because shareholders in a
"fund of funds" indirectly pay a portion of the fees and expenses charged at
the underlying fund level.
The Trust has structured the Portfolios to reduce expenses incurred at the
Underlying Fund level as follows: (a) the Portfolios do not pay any fees for
asset allocation or advisory services under the Trust's investment advisory
agreement; and (b) the Portfolios invest in Institutional Class shares of the
Underlying Funds, which are not subject to any sales charges or 12b-1 fees.
The table on the following page sets forth annual advisory fee and total
operating expense information for Institutional Class shares of the Underlying
Funds. Shareholders of each Portfolio indirectly bear a proportionate share of
these expenses depending upon how the Portfolio's assets are allocated from
time to time among the Underlying Funds. See "Expense Information."
26 PIMCO Funds: Multi-Manager Series
<PAGE>
<TABLE>
<CAPTION>
Annual Underlying Fund Expenses
(Based on the average daily net assets
attributable to a Fund's Institutional
Class shares):
Advisory Admini- Total Fund
Underlying Fund Fees strative Fees Operating Expenses
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
PIMCO Equity Income 0.45% 0.25% 0.70%
- ----------------------------------------------------------------------------
PIMCO Renaissance 0.60 0.25 0.85
- ----------------------------------------------------------------------------
PIMCO Core Equity 0.57 0.25 0.82
- ----------------------------------------------------------------------------
PIMCO Mid-Cap Equity 0.63 0.25 0.88
- ----------------------------------------------------------------------------
PIMCO Value 0.45 0.25 0.70
- ----------------------------------------------------------------------------
PIMCO Value 25 0.50 0.25 0.75
- ----------------------------------------------------------------------------
PIMCO Capital Appreciation 0.45 0.25 0.70
- ----------------------------------------------------------------------------
PIMCO Mid-Cap Growth 0.45 0.25 0.70
- ----------------------------------------------------------------------------
PIMCO Enhanced Equity 0.45 0.25 0.70
- ----------------------------------------------------------------------------
PIMCO Tax-Efficient Equity 0.45 0.25 0.70
- ----------------------------------------------------------------------------
PIMCO Small-Cap Value 0.60 0.25 0.85
- ----------------------------------------------------------------------------
PIMCO Small-Cap Growth 1.00 0.25 1.25
- ----------------------------------------------------------------------------
PIMCO Micro-Cap Growth 1.25 0.25 1.50
- ----------------------------------------------------------------------------
PIMCO International 0.55 0.50 1.05
- ----------------------------------------------------------------------------
PIMCO International Growth 0.85 0.50 1.35
- ----------------------------------------------------------------------------
PIMCO Structured Emerging Markets 0.45 0.50 0.95
- ----------------------------------------------------------------------------
PIMCO Tax-Efficient Structured
Emerging Markets 0.45 0.50 0.95
- ----------------------------------------------------------------------------
PIMCO Innovation 0.65 0.25 0.90
- ----------------------------------------------------------------------------
PIMCO StocksPLUS 0.40 0.25 0.65
- ----------------------------------------------------------------------------
PIMCO Money Market 0.15 0.20 0.35
- ----------------------------------------------------------------------------
PIMCO Short-Term 0.25 0.20 0.45
- ----------------------------------------------------------------------------
PIMCO Low Duration 0.25 0.18 0.43
- ----------------------------------------------------------------------------
PIMCO Moderate Duration 0.25 0.20 0.45
- ----------------------------------------------------------------------------
PIMCO Real Return Bond 0.25 0.25 0.50
- ----------------------------------------------------------------------------
PIMCO Total Return 0.25 0.18 0.43
- ----------------------------------------------------------------------------
PIMCO Total Return II 0.25 0.25 0.50
- ----------------------------------------------------------------------------
PIMCO High Yield 0.25 0.25 0.50
- ----------------------------------------------------------------------------
PIMCO Long-Term U.S. Government 0.25 0.25 0.50
- ----------------------------------------------------------------------------
PIMCO Global Bond 0.25 0.30 0.55
- ----------------------------------------------------------------------------
PIMCO Foreign Bond 0.25 0.25 0.50
- ----------------------------------------------------------------------------
PIMCO Emerging Markets Bond 0.45 0.40 0.85
</TABLE>
Prospectus 27
<PAGE>
Service and Distribution Fees
The Trust has adopted an Administrative Services Plan and a Distribution
Plan (the "Plans") with respect to the Administrative Class shares of each
Portfolio. Under the terms of the Plans, the Trust is permitted to reimburse,
out of the Administrative Class assets of each Portfolio, in an amount up to
.25% on an annual basis of the average daily net assets of that class,
financial intermediaries that provide services in connection with the
distribution and marketing of shares and/or the provision of certain
shareholder services (in the case of the Distribution Plan) or the
administration of plans or programs that use shares of the Portfolios as their
funding medium (in the case of the Administrative Services Plan), and to
reimburse certain other related expenses. Total reimbursements under the Plans
may be paid in an amount up to .25% on an annual basis of the average daily
net assets attributable to the Administrative Class shares of each Portfolio.
The same entity may not receive both distribution and administrative services
fees with respect to the same assets but may with respect to separate assets
receive fees under each Plan. Fees paid pursuant to either Plan may be paid
for shareholder services and the maintenance of accounts, and therefore may
constitute "service fees" for purposes of applicable rules of the National
Association of Securities Dealers, Inc. Each Plan has been adopted in
accordance with the requirements of Rule 12b-1 under the 1940 Act and will be
administered in accordance with the provisions of that rule, except that
shareholders will not have the voting rights set forth in Rule 12b-1 with
respect to the Administrative Services Plan that they will have with respect
to the Distribution Plan. For more complete disclosure regarding the Plans and
their terms, see the Statement of Additional Information.
Institutional and Administrative Class shares of the Portfolios may also be
offered through certain brokers and financial intermediaries ("service
agents") that have established a shareholder servicing relationship with the
Trust on behalf of their customers. The Trust pays no compensation to such
entities other than service fees paid with respect to Administrative Class
shares. Service agents may impose additional or different conditions on the
purchase or redemption of Portfolio shares by their customers and may charge
their customers transaction or other account fees on the purchase and
redemption of Portfolio shares. Each service agent is responsible for
transmitting to its customers a schedule of any such fees and information
regarding any additional or different conditions regarding purchases and
redemptions. Shareholders who are customers of service agents should consult
their service agents for information regarding these fees and conditions.
Distributor
Shares of the Portfolios are distributed through PIMCO Funds Distributors
LLC (the "Distributor"), a wholly owned subsidiary of PIMCO Advisors. The
Distributor, located at 2187 Atlantic Street, Stamford, Connecticut 06902, is
a broker-dealer registered with the SEC.
PURCHASE OF SHARES
Each Portfolio currently offers its shares in five classes: Institutional
Class, Administrative Class, Class A, Class B and Class C. This Prospectus
relates only to the Institutional Class shares and Administrative Class shares
of the Portfolios. For information regarding Class A, Class B and Class C
shares, see "Other Information--Multiple Classes of Shares" below.
Shares of the Institutional Class are offered primarily for direct
investment by investors such as pension and profit sharing plans, employee
benefit trusts, endowments, foundations, corporations, and high net worth
individuals (Institutional Class shares may also be offered through certain
financial intermediaries that charge their customers transaction or other fees
with respect to their customers' investments in the Portfolios). Shares of the
Administrative
28 PIMCO Funds: Multi-Manager Series
<PAGE>
Class are offered primarily through employee benefit plan alliances, broker-
dealers, and other intermediaries, and each Portfolio pays service and/or
distribution fees to such entities for services they provide to shareholders
of that class.
Shares of either the Institutional Class or the Administrative Class of the
Portfolios may be purchased at the relevant net asset value of that class
without a sales charge or other fee. The minimum initial investment for shares
of either class is $5 million, except that the minimum initial investment for
a registered investment adviser purchasing Institutional Class shares for its
clients through omnibus accounts is $250,000 per Portfolio. Shares may also be
offered to clients of Blairlogie, Cadence, Columbus Circle, NFJ, Pacific
Investment Management, Parametric and their affiliates, and to the benefit
plans of PIMCO Advisors and its affiliates. In addition, the minimum initial
investment does not apply to shares of the Institutional Class offered through
fee-based programs sponsored and maintained by a registered broker-dealer and
approved by the Distributor pursuant to which each investor pays an asset
based fee at an annual rate of at least .50% of the assets in the account to a
financial intermediary for investment advisory and/or administrative services.
Pension and profit-sharing plans, employee benefit trusts and employee
benefit plan alliances and "wrap account" programs established with broker-
dealers or financial intermediaries may purchase shares of either class only
if the plan or program for which the shares are being acquired will maintain
an omnibus or pooled account for each Portfolio and will not require a
Portfolio to pay any type of administrative payment per participant account to
any third party.
The investment minimums discussed in this section do not apply to
participants in PIMCO Advisors Portfolio Strategies, a managed product
sponsored by PIMCO Advisors.
Initial Investment
An account may be opened by completing and signing a Client Registration
Application and mailing it to PIMCO Funds at the following address: 840
Newport Center Drive, Suite 300, Newport Beach, California 92660. A Client
Registration Application may be obtained by calling 1-800-800-0952.
Except as provided below, purchases of Institutional Class and
Administrative Class shares can only be made by wiring federal funds to
Investors Fiduciary Trust Company (the "Transfer Agent"), 801 Pennsylvania,
Kansas City, Missouri 64105. Before wiring federal funds, the investor must
first telephone the Trust at 1-800-927-4648 to receive instructions for wire
transfer, and the following information will be requested: name of authorized
person; shareholder name; shareholder account number; name of Portfolio and
share class; amount being wired; and wiring bank name.
Shares may be purchased without first wiring federal funds if the proceeds
of the investment are derived from an advisory account maintained by the
investor with PIMCO Advisors or one of its affiliates; from surrender or other
payment from an annuity, insurance, or other contract held by Pacific Life
Insurance Company; or from an investment by broker-dealers, institutional
clients or other financial intermediaries which have established a shareholder
servicing relationship with the Trust on behalf of their customers.
A purchase order, together with payment in proper form, received by the
Transfer Agent prior to the close of regular trading (normally 4:00 p.m.,
Eastern time) on the New York Stock Exchange (the "Exchange"), on a day the
Trust is open for business, will be effected at that day's net asset value. An
order received after the close of regular trading on the Exchange will be
effected at the net asset value determined on the next business day. However,
orders received by certain retirement plans and other financial intermediaries
on a business day prior to the close of regular trading on the Exchange and
communicated to the Transfer Agent prior to 9:00 a.m., Eastern time, on the
following business day will be effected at the net asset value determined on
the prior business day. The Trust is "open for business" on each day the
Exchange
Prospectus 29
<PAGE>
is open for trading, which excludes the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Purchase
orders will be accepted only on days on which the Trust is open for business.
Additional Investments
Additional investments may be made at any time at the relevant net asset
value for the particular class by calling the Trust and wiring federal funds
to the Transfer Agent as outlined above.
Other Purchase Information
Purchases of a Portfolio's Institutional Class and Administrative Class
shares will be made in full and fractional shares. In the interest of economy
and convenience, certificates for shares will not be issued.
The Trust and the Distributor each reserves the right, in its sole
discretion, to suspend the offering of shares of the Portfolios or to reject
any purchase order, in whole or in part, when, in the judgment of management,
such suspension or rejection is in the best interests of the Trust. The Trust
and the Distributor may also waive the minimum initial investment for certain
investors.
Purchases and sales should be made for long-term investment purposes only.
The Trust and Adviser each reserves the right to restrict purchases of
Portfolio shares (including exchanges) when a pattern of frequent purchases
and sales made in response to short-term fluctuations in share price appears
evident.
Institutional Class and Administrative Class shares of the Trust are not
qualified or registered for sale in all states. Prospective investors should
inquire as to whether shares of a particular Portfolio are available for offer
and sale in their state of residence. Shares of the Trust may not be offered
or sold in any state unless registered or qualified in that jurisdiction or
unless an exemption from registration or qualification is available.
Retirement Plans
Shares of the Portfolios are available for purchase by retirement and
savings plans, including Keogh plans, 401(k) plans, 403(b) custodial accounts,
and Individual Retirement Accounts. The administrator of a plan or employee
benefits office can provide participants or employees with detailed
information on how to participate in the plan and how to elect a Portfolio as
an investment option. Participants in a retirement or savings plan may be
permitted to elect different investment options, alter the amounts contributed
to the plan, or change how contributions are allocated among investment
options in accordance with the plan's specific provisions. The plan
administrator or employee benefits office should be consulted for details. For
questions about participant accounts, participants should contact their
employee benefits office, the plan administrator, or the organization that
provides recordkeeping services for the plan. Investors who purchase shares
through retirement plans should be aware that plan administrators may
aggregate purchase and redemption orders for participants in the plan.
Therefore, there may be a delay between the time the investor places an order
with the plan administrator and the time the order is forwarded to the
Transfer Agent for execution.
30 PIMCO Funds: Multi-Manager Series
<PAGE>
REDEMPTION OF SHARES
Redemptions by Mail
Institutional Class and Administrative Class shares may be redeemed by
submitting a written request to PIMCO Funds, 840 Newport Center Drive, Suite
300, Newport Beach, California 92660, stating the Portfolio from which the
shares are to be redeemed, the class of shares, the number or dollar amount of
the shares to be redeemed and the account number. The request must be signed
exactly as the names of the registered owners appear on the Trust's account
records, and the request must be signed by the minimum number of persons
designated on the Client Registration Application that are required to effect
a redemption.
Redemptions by Telephone or Other Wire Communication
If an election is made on the Client Registration Application (or
subsequently in writing), redemptions of shares may be requested by calling
the Trust at 1-800-927-4648, by sending a facsimile to 1-949-760-4456, or by
other means of wire communication. Investors should state the Portfolio and
class from which the shares are to be redeemed, the number or dollar amount of
the shares to be redeemed and the account number. Redemption requests of an
amount of $10 million or more may be initiated by telephone, but must be
confirmed in writing by an authorized party prior to processing.
In electing a telephone redemption, the investor authorizes Pacific
Investment Management and the Transfer Agent to act on telephone instructions
from any person representing himself to be the investor, and reasonably
believed by Pacific Investment Management and the Transfer Agent to be
genuine. Neither the Trust nor its Transfer Agent may be liable for any loss,
cost or expense for acting on instructions (whether in writing or by
telephone) believed by the party receiving such instructions to be genuine and
in accordance with the procedures described in this Prospectus. Shareholders
should realize that by electing the telephone or wire redemption option, they
may be giving up a measure of security that they might have if they were to
redeem their shares in writing. Furthermore, interruptions in telephone
service may mean that a shareholder will be unable to effect a redemption by
telephone when desired. The Transfer Agent also provides written confirmation
of transactions initiated by telephone as a procedure designed to confirm that
telephone instructions are genuine (written confirmation is also provided for
redemption requests received in writing). All telephone transactions are
recorded, and Pacific Investment Management or the Transfer Agent may request
certain information in order to verify that the person giving instructions is
authorized to do so. If the Trust or Transfer Agent fails to employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
it may be liable for any losses due to unauthorized or fraudulent telephone
transactions. All redemptions, whether initiated by letter or telephone, will
be processed in a timely manner, and proceeds will be forwarded by wire in
accordance with the redemption policies of the Trust detailed below. See
"Redemption of Shares--Other Redemption Information."
Shareholders may decline telephone exchange or redemption privileges after
an account is opened by instructing the Transfer Agent in writing at least
seven business days prior to the date the instruction is to be effective.
Shareholders may experience delays in exercising telephone redemption
privileges during periods of abnormal market activity. During periods of
volatile economic or market conditions, shareholders may wish to consider
transmitting redemption orders by telegram, facsimile or overnight courier.
Defined contribution plan participants may request redemptions by contacting
the employee benefits office, the plan administrator or the organization that
provides recordkeeping services for the plan.
Prospectus 31
<PAGE>
Other Redemption Information
Redemption requests for Portfolio shares are effected at the net asset value
per share next determined after receipt in good order of the redemption
request by the Trust or its designee. A redemption request received by the
Trust or its designee prior to the close of regular trading on the Exchange
(normally 4:00 p.m., Eastern time), on a day the Trust is open for business,
is effective on that day. A redemption request received after that time
becomes effective on the next business day.
Payment of the redemption price will ordinarily be wired to the investor's
bank within three business days after the redemption request, but may take up
to seven business days. Redemption proceeds will be sent by wire only to the
bank name designated on the Client Registration Application. The Trust may
suspend the right of redemption or postpone the payment date at times when the
Exchange is closed, or during certain other periods as permitted under the
federal securities laws.
For shareholder protection, a request to change information contained in an
account registration (for example, a request to change the bank designated to
receive wire redemption proceeds) must be received in writing, signed by the
minimum number of persons designated on the Client Registration Application
that are required to effect a redemption, and accompanied by a signature
guarantee from any eligible guarantor institution, as determined in accordance
with the Trust's procedures. Shareholders should inquire as to whether a
particular institution is an eligible guarantor institution. A signature
guarantee cannot be provided by a notary public. In addition, corporations,
trusts, and other institutional organizations are required to furnish evidence
of the authority of the persons designated on the Client Registration
Application to effect transactions for the organization.
Due to the relatively high cost of maintaining small accounts, the Trust
reserves the right to redeem Institutional Class and Administrative Class
shares in any account for their then-current value (which will be promptly
paid to the investor) if at any time, due to redemption by the investor, the
shares in the account do not have a value of at least $100,000. A shareholder
will receive advance notice of a mandatory redemption and will be given at
least 30 days to bring the value of its account up to at least $100,000. This
mandatory redemption policy does not apply to participants in PIMCO Advisors
Portfolio Strategies, a managed product sponsored by PIMCO Advisors.
The Trust agrees to redeem shares of each Fund solely in cash up to the
lesser of $250,000 or 1% of the Portfolio's net assets during any 90-day
period for any one shareholder. In consideration of the best interests of the
remaining shareholders, the Trust reserves the right to pay any redemption
proceeds exceeding this amount in whole or in part by a distribution in kind
of securities held by a Portfolio in lieu of cash. It is highly unlikely that
shares would ever be redeemed in kind. When shares are redeemed in kind, the
redeeming shareholder should expect to incur transaction costs upon the
disposition of the securities received in the distribution.
Exchange Privilege
Shares of a Portfolio may be exchanged for shares of the same class of any
other Portfolio or other series of the Trust based on the respective net asset
values of the shares involved. An exchange may be made by following the
redemption procedure described above under "Redemptions by Mail" or, if the
telephone redemption option has been elected, by calling the Trust at 1-800-
927-4648. Shares of a Portfolio may also be exchanged for shares of the same
class of a series of PIMCO Funds: Pacific Investment Management Series.
Shareholders interested in such an exchange may request a prospectus for these
other series by contacting PIMCO Funds: Pacific Investment Management Series
at the same address and telephone number as the Trust.
32 PIMCO Funds: Multi-Manager Series
<PAGE>
Exchanges may be made only with respect to Portfolios or other eligible
series that are registered in the state of residence of the investor or where
an exemption from registration is available. An exchange order is treated the
same for tax purposes as a redemption followed by a purchase and may result in
a capital gain or loss, and special rules may apply in computing tax basis
when determining gain or loss. See "Taxation" in the Statement of Additional
Information.
The Trust reserves the right to refuse exchange purchases if, in the
judgment of the Adviser, the purchase would adversely affect a Portfolio and
its shareholders. In particular, a pattern of exchanges characteristic of
"market-timing" strategies may be deemed by the Adviser to be detrimental to
the Trust or a particular Portfolio. Currently, the Trust limits the number of
"round trip" exchanges an investor may make. An investor makes a "round trip"
exchange when the investor purchases shares of a particular Portfolio,
subsequently exchanges those shares for shares of a different Portfolio or
other PIMCO Fund, and then exchanges back into the originally purchased
Portfolio. The Trust has the right to refuse any exchange for any investor who
completes (by making the exchange back into the shares of the originally
purchased Portfolio) more than six round trip exchanges in any twelve-month
period. Although the Trust will attempt to give shareholders prior notice
whenever it is reasonably able to do so, it may impose additional restrictions
on exchanges at any time.
NET ASSET VALUE
The net asset values of Institutional Class and Administrative Class shares
of each Portfolio will be determined once on each day on which the Exchange is
open (a "Business Day"), as of the close of regular trading (normally 4:00
p.m., Eastern time) on the Exchange. Net asset value will not be determined on
days on which the Exchange is closed.
The market values of the shares of the Underlying Funds held by the
Portfolios are determined once each Business Day in the same manner as the net
asset values of the Portfolios' shares are determined as described below.
Each Portfolio's liabilities are allocated among its classes. The total of
such liabilities allocated to a class plus that class's distribution and/or
servicing fees and any other expenses specially allocated to that class are
then deducted from the class's proportionate interest in the Portfolio's
assets, and the resulting amount for each class is divided by the number of
shares of that class outstanding to produce the class's "net asset value" per
share. Under certain circumstances, the per share net asset value of the
Administrative Class shares of the Portfolios may be lower than the per share
net asset value of the Institutional Class shares as a result of the daily
expense accruals of the service and/or distribution fees applicable to the
Administrative Class shares. Generally, for Portfolios that pay income
dividends, those dividends are expected to differ over time by approximately
the amount of the expense accrual differential between a particular
Portfolio's classes.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Shares begin earning dividends on the effective date of purchase, provided
notification deadlines are met. See "Purchase of Shares." Net investment
income from interest and dividends, if any, will be declared and paid to
shareholders of record at least monthly by the 30/70 Portfolio, at least
quarterly by the 60/40 Portfolio and at least annually by the 90/10 Portfolio.
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
a Fund will be reinvested in additional shares of that Portfolio unless the
shareholder elects to have them paid in cash. Dividends from net investment
income with respect to Administrative Class shares will be lower than those
paid with respect to Institutional Class shares, reflecting the payment of
service and/or distribution fees by that class.
Prospectus 33
<PAGE>
Each Portfolio intends to qualify as a regulated investment company annually
and to elect to be treated as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"). As such, a Portfolio
generally will not pay federal income tax on the income and gains it pays as
dividends to its shareholders. In order to avoid a 4% federal excise tax, each
Portfolio intends to distribute each year substantially all of its net income
and gains.
Shareholders subject to U.S. federal income tax will be subject to tax on
dividends received from a Portfolio, regardless of whether received in cash or
reinvested in additional shares. Distributions received by tax-exempt
shareholders will not be subject to federal income tax to the extent permitted
under applicable tax law. All shareholders must treat dividends, other than
capital gain dividends and dividends that represent a return of capital to
shareholders, as ordinary income. In particular, distributions derived from
short-term gains will be treated as ordinary income. Dividends designated by a
Portfolio as capital gain dividends derived from the Portfolio's net capital
gains (that is, the excess of its net long-term capital gains over its net
short-term capital losses) are taxable to shareholders as long-term capital
gain (generally subject to a 20% tax rate) except as provided by an applicable
tax exemption. Any distributions that are not from a Portfolio's net
investment income or net capital gain may be characterized as a return of
capital to shareholders or, in some cases, as capital gain. Certain dividends
declared in October, November or December of a calendar year are taxable to
shareholders (who otherwise are subject to tax on dividends) as though
received on December 31 of that year if paid to shareholders during January of
the following calendar year. Each Portfolio will advise shareholders annually
of the amount and nature of the dividends paid to them.
Taxable shareholders should note that the timing of their investment or
redemptions could have undesirable tax consequences. Dividends and
distributions on a Portfolio's shares are generally subject to federal income
tax as described herein to the extent they do not exceed the Portfolio's
realized income and gains, even though such dividends and distributions may
economically represent a return of a particular shareholder's investment. Such
distributions are likely to occur in respect of shares purchased at a time
when the Portfolio's net asset value reflects gains that are either
unrealized, or realized but not distributed. Such realized gains may be
required to be distributed even when a Portfolio's net asset value also
reflects unrealized losses.
A Portfolio's use of a fund-of-funds structure could affect the amount,
timing and character of distributions to shareholders. See "Taxation" in the
Statement of Additional Information.
The preceding discussion relates only to federal income tax; the
consequences under other tax laws may differ. Shareholders should consult
their tax advisers as to the possible application of foreign, state and local
income tax laws to Trust dividends and capital gain distributions. For
additional information relating to the tax aspects of investing in a
Portfolio, see the Statement of Additional Information.
OTHER INFORMATION
Capitalization
The Trust was organized as a Massachusetts business trust on August 24,
1990, and currently consists of twenty-eight portfolios that are operational,
three of which are described in this Prospectus. Other portfolios may be
offered by means of a separate prospectus. The Board of Trustees may establish
additional portfolios in the future. The capitalization of the Trust consists
of an unlimited number of shares of beneficial interest. When issued, shares
of the Trust are fully paid, non-assessable and freely transferable.
34 PIMCO Funds: Multi-Manager Series
<PAGE>
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
Portfolio's property for all loss and expense of any shareholder of that
Portfolio 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 Portfolio of which he or she is or was a shareholder is unable to meet
its obligations, and thus should be considered remote.
Multiple Classes of Shares
In addition to Institutional Class shares and Administrative Class shares,
the Portfolios also currently offer three additional classes of shares, Class
A, Class B and Class C, through a separate prospectus. This Prospectus relates
only to Institutional Class and Administrative Class shares of the Portfolios.
The other classes of the Portfolios have different sales charges and expense
levels, which will affect performance accordingly. To obtain more information
about the other classes of shares, please call the Distributor at 1-800-426-
0107.
Institutional Class and Administrative Class shares of each Portfolio
represent interests in the assets of that Portfolio, and each class has
identical dividend, liquidation and other rights and the same terms and
conditions, except that expenses related to the distribution and/or
shareholder servicing of Administrative Class shares are borne solely by such
class, and each class may, at the Trustees' discretion, also pay a different
share of other expenses, not including advisory or custodial fees or other
expenses related to the management of the Trust's assets, if these expenses
are actually incurred in a different amount by that class, or if the class
receives services of a different kind or to a different degree than the other
classes. All other expenses are allocated to each class on the basis of the
net asset value of that class in relation to the net asset value of the
particular Portfolio.
Voting
Each class of shares of each Portfolio has 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. The Administrative Class
shares have exclusive voting rights with respect to matters pertaining to any
Distribution Plan applicable to that class. These shares are entitled to vote
at meetings of shareholders. Matters submitted to shareholder vote must be
approved by each Portfolio 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 Portfolios, then only
shareholders of the Portfolio or Portfolios affected shall be entitled to vote
on the matter. All classes of shares of a Portfolio will vote together, except
with respect to a Distribution Plan or agreement applicable to a class of
shares or when a class vote is required as specified above or otherwise by the
1940 Act. Shares are freely transferable, are entitled to dividends as
declared by the Trustees and, in liquidation of the Trust, are entitled to
receive the net assets of their Portfolio, but not of the other Portfolios or
other series of the Trust. The Trust does not generally hold annual meetings
of shareholders and will do so only when required by law. Shareholders may
remove Trustees from office by votes cast in person or by proxy at a meeting
of shareholders or by written consent. Such a meeting will be called at the
written request of the holders of 10% of the Trust's outstanding shares.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of
a majority of the outstanding shares" of a Portfolio (or the Trust) means the
vote of the
Prospectus 35
<PAGE>
lesser of: (1) 67% of the shares of the Portfolio (or the Trust) present at a
meeting, if the holders of more than 50% of the outstanding shares are present
in person or by proxy; or (2) more than 50% of the outstanding shares of the
Portfolio (or the Trust).
Performance Information
From time to time the Trust may make available certain information about the
performance of the Institutional Class and Administrative Class shares of some
or all of the Portfolios. Information about a Portfolio's performance is based
on that Portfolio's record to a recent date and is not intended to indicate
future performance. Performance information is computed separately for each
Portfolio's Institutional Class and Administrative Class shares in accordance
with the formulas described below. Because Administrative Class shares bear
the expense of service and/or distribution fees, it is expected that, under
normal circumstances, the level of performance of a Portfolio's Administrative
Class shares will be lower than that of the Portfolio's Institutional Class
shares.
The total return of Institutional Class and Administrative Class shares of
all Portfolios may be included in advertisements or other written material.
When a Portfolio's total return is advertised with respect to its
Institutional Class and Administrative Class shares, it will be calculated for
the past year, the past five years and the past ten years (or if the class has
been offered for a period shorter than one, five or ten years, that period
will be substituted) since the inception of the class, as more fully described
in the Statement of Additional Information. Total return for each class is
measured by comparing the value of an investment in the Portfolio at the
beginning of the relevant period to the redemption value of the investment in
the Portfolio at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions at net asset value). Total return may
be advertised using alternative methods that reflect all elements of return,
but that may be adjusted to reflect the cumulative impact of alternative fee
and expense structures.
Quotations of yield for a Portfolio or class will be based on the investment
income per share (as defined by the SEC) during a particular 30-day (or one-
month) period (including dividends and interest), less expenses accrued during
the period ("net investment income"), and will be computed by dividing net
investment income by the maximum public offering price per share on the last
day of the period.
The Portfolios may also provide current distribution information to their
shareholders in shareholder reports or other shareholder communications, or in
certain types of sales literature provided to prospective investors. Current
distribution information for a particular class of a Portfolio will be based
on distributions for a specified period (i.e., total dividends from net
investment income), divided by the relevant class net asset value per share on
the last day of the period and annualized. Current distribution rates differ
from standardized yield rates in that they represent what a class of a
Portfolio has declared and paid to shareholders as of the end of a specified
period rather than the Portfolio's actual net investment income for that
period.
The Adviser may also report to shareholders or to the public in
advertisements concerning its performance as adviser to clients other than the
Portfolios, and on its comparative performance or standing in relation to
other money managers. Such comparative information may be compiled or provided
by independent ratings services or by news organizations. Any performance
information, whether related to the Portfolios, the Adviser or an advisory
affiliate of the Adviser, should be considered in light of the Portfolio's
investment objectives and policies, characteristics and quality of the
Portfolios' investments, and the market conditions during the time period
indicated, and should not be considered to be representative of what may be
achieved by the Portfolios in the future.
Investment results of the Portfolios will fluctuate over time, and any
representation of the Portfolios' total return or yield for any prior period
should not be considered as a representation of what an investor's total
return or yield may be in any future period.
36 PIMCO Funds: Multi-Manager Series
<PAGE>
--------------------------------------------------------------------
PIMCO INVESTMENT ADVISER AND ADMINISTRATOR
Funds PIMCO Advisors L.P., 800 Newport Center Drive, Newport Beach, CA
Asset 92660
Allocation
Series --------------------------------------------------------------------
CUSTODIAN AND TRANSFER AGENT
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
MO 64105
--------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105
--------------------------------------------------------------------
LEGAL COUNSEL
Ropes & Gray, One International Place, Boston, MA 02110
--------------------------------------------------------------------
<PAGE>
PIMCO Funds Asset Allocation Series
Actively Managed Portfolios of select PIMCO Funds
<TABLE>
<S> <C> <C>
For More Information Statement of Additional Information about the Trust
The following documents are Information (SAI) The SAI (including the SAI) can be
or will be available that contains additional reviewed and copied at the
offer further information on information about the Securities and Exchange
the Portfolios and other Portfolios. A current SAI has Commission's Public Reference
series of PIMCO Funds: Multi- been filed with the Securities Room in Washington, D.C.
Manager Series and Exchange Commission, and Information on the operation
is incorporated into this of the public reference room
Annual/Semi-Annual Reports to prospectus by reference. may be obtained by calling the
Shareholders The Trust began Commission at 1-800-SEC-0330.
offering Institutional Class To request a free copy of Reports and other information
and Administrative Class these documents or to make about the Trust are available
shares of the Portfolios on inquiries about the on the Commission's Internet
February 1, 1999. The Trust's Portfolios, please write or site at www.sec.gov, and
next annual and semi-annual call: copies of that information may
reports will include a be obtained, upon payment of a
discussion of the market PIMCO Funds: duplicating fee, by writing
conditions and investment Multi-Manager Series the Public Reference Section
strategies that significantly 840 Newport Center Drive of the Commission, Washington,
affected the Portfolios' Suite 300 D.C. 20549-6009.
performance during its last Newport Beach, CA 92660
fiscal year or other period.
Telephone:
1-800-927-4648
1-800-987-4626 (PIMCO Infolink
Audio Response Network)
</TABLE>
PIMCO
-----
FUNDS
SEC File Number: 811-06161
PIMCO Funds
840 Newport Center Drive
Suite 300
Newport Beach, CA 92660
<PAGE>
PIMCO FUNDS:
MULTI-MANAGER SERIES
STATEMENT OF ADDITIONAL INFORMATION
APRIL __, 1999
PIMCO Funds: Multi-Manager Series (the "Trust"), formerly PIMCO Funds:
Equity Advisors Series, PIMCO Advisors Institutional Funds, PFAMCo Funds, and
PFAMCo Fund, is an open-end management investment company ("mutual fund")
currently consisting of twenty-eight separate diversified investment series.
The following twenty-five series (the "Funds") invest directly in equity and/or
fixed income securities and other 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 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 Developed Fund, the International Growth
Fund, the Emerging Markets Fund, the Tax-Efficient Structured Emerging Markets
Fund, the Structured Emerging Markets Fund, the Precious Metals Fund and the
Balanced 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 of the Funds and other series in the PIMCO
Funds family.
The Tax Exempt Fund, formerly a series of the Trust, was merged with and
into the Municipal Bond Fund of PIMCO Funds in a transaction which took place on
June 26, 1998 and was liquidated in connection with the transaction.
The Trust's investment adviser is PIMCO Advisors L.P. ("PIMCO Advisors" or
the "Adviser"), 800 Newport Center Drive, Newport Beach, California 92660.
This Statement of Additional Information is not a Prospectus, and should be
used in conjunction with the Prospectuses for the Trust, as supplemented from
time to time. The Trust offers up to six classes of shares of each of the Funds
through five Prospectuses. Class A, Class B and Class C shares of certain Funds
are offered through the "Class A, B and C Prospectus," dated April __, 1999,
Class D shares of certain Funds are offered through the "Class D Prospectus"
dated April __, 1999 and Institutional and Administrative Class shares of
certain Funds are offered through the "Institutional Prospectus," dated April
__, 1999. Class A, Class B and Class C shares of the Portfolios are offered
through the "Retail Portfolio Prospectus," dated April __, 1999 and
Institutional and Administrative Class Shares of the Portfolios are offered
through the "Institutional Portfolio Prospectus," dated February 1, 1999. The
Class A, B and C Prospectus, the Class D Prospectus, the Institutional
Prospectus, the Retail Portfolio Prospectus and the Institutional Portfolio
Prospectus are collectively referred to herein as the "Prospectuses." A copy of
the applicable Prospectus may be obtained free of charge at the address and
telephone number(s) listed below.
<TABLE>
<CAPTION>
Institutional Prospectus Class A, B and C; Class D;
and Institutional Portfolio Prospectus and Retail Portfolio Prospectuses:
-------------------------------------- ----------------------------------
<S> <C>
PIMCO Funds PIMCO Funds Distributors LLC
840 Newport Center Drive 2187 Atlantic Street
Suite 300 Stamford, Connecticut 06902
Newport Beach, California 92660 Telephone: Class A, B and C - 1-800-426-0107
Telephone: 1-800-927-4648 Class D - 1-888-87-PIMCO
1-800-987-4626 (PIMCO Infolink Audio Retail Portfolio - 1-800-426-0107
Response Network)
</TABLE>
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES.................................................... 3
U.S. Government Securities....................................................... 3
Inflation-Indexed Bonds.......................................................... 3
Borrowing........................................................................ 4
Preferred Stock.................................................................. 5
Corporate Debt Securities........................................................ 5
High Yield Securities ("Junk Bonds")............................................. 6
Loan Participations and Assignments.............................................. 7
Delayed Funding Loans and Revolving Credit Facilities............................ 7
Hybrid Instruments............................................................... 8
Catastrophe Bonds................................................................ 8
Participation on Creditors Committees............................................ 9
Variable and Floating Rate Securities............................................ 9
Mortgage-Related and Asset-Backed Securities..................................... 9
Foreign Securities............................................................... 13
Foreign Currencies............................................................... 16
Bank Obligations................................................................. 17
Commercial Paper................................................................. 18
Derivative Instruments........................................................... 18
When-Issued, Delayed Delivery and Forward Commitment Transactions................ 24
Warrants to Purchase Securities.................................................. 25
Metal-Indexed Notes and Precious Metals.......................................... 25
Repurchase Agreements............................................................ 26
Securities Loans................................................................. 26
Investment Strategies of the Portfolios - Incorporation by Reference............. 26
INVESTMENT RESTRICTIONS............................................................... 27
Fundamental Investment Restrictions.............................................. 27
Non-Fundamental Investment Restrictions.......................................... 30
MANAGEMENT OF THE TRUST............................................................... 32
Trustees......................................................................... 32
Officers......................................................................... 34
Trustees' Compensation........................................................... 35
Investment Adviser............................................................... 37
Portfolio Management Agreements.................................................. 39
Fund Administrator............................................................... 43
DISTRIBUTION OF TRUST SHARES.......................................................... 47
Distributor and Multi-Class Plan................................................. 47
Contingent Deferred Sales Charge and Initial Sales Charge........................ 48
Distribution and Servicing Plans for Class A, Class B and Class C Shares......... 49
Payments Pursuant to Class A Plans............................................... 50
Payments Pursuant to Class B Plans............................................... 51
Payments Pursuant to Class C Plans............................................... 53
Distribution and Administrative Services Plans for Administrative Class Shares... 56
Payments Pursuant to the Administrative Plans.................................... 58
Plan for Class D Shares.......................................................... 58
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Purchases, Exchanges and Redemptions................................. 60
PORTFOLIO TRANSACTIONS AND BROKERAGE...................................... 61
Investment Decisions................................................. 61
Brokerage and Research Services...................................... 61
Portfolio Turnover................................................... 64
NET ASSET VALUE........................................................... 64
TAXATION.................................................................. 64
Distributions........................................................ 65
Sales of Shares...................................................... 66
Backup Withholding................................................... 67
Options, Futures, Forward Contracts and Swap Agreements.............. 67
Passive Foreign Investment Companies................................. 67
Foreign Currency Transactions........................................ 67
Foreign Taxation..................................................... 67
Original Issue Discount.............................................. 68
Other Taxation....................................................... 68
OTHER INFORMATION......................................................... 69
Capitalization....................................................... 69
Performance Information.............................................. 69
Calculation of Yield................................................. 70
Year 2000 and Other Compliance Efforts of the Adviser................ 82
Voting Rights........................................................ 85
Certain Ownership of Trust Shares.................................... 85
Custodian............................................................ 119
Independent Accountants.............................................. 119
Registration Statement............................................... 119
Financial Statements................................................. 119
APPENDIX.................................................................. A-1
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INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and general investment policies of each Fund and
each Portfolio are described in the applicable Prospectus(es). Additional
information concerning the characteristics of certain of the Funds' investments
is set forth below.
The 90/10 Portfolio, 60/40 Portfolio and 30/70 Portfolio invest all of
their assets in certain Funds and series of PIMCO Funds ("PIMS"), an open-end
series management investment company advised by Pacific Investment Management
Company ("Pacific Investment Management"), an affiliate of PIMCO Advisors. PIMS
is referred to in the Prospectuses as PIMCO Funds: Pacific Investment Management
Series. These Funds and other series in which the Portfolios invest are referred
to in this Statement as "Underlying PIMCO Funds." By investing in Underlying
PIMCO Funds, the Portfolios may have an indirect investment interest in some or
all of the securities and instruments described below depending upon how their
assets are allocated among the Underlying PIMCO Funds. The Portfolios may also
have an indirect investment interest in other securities and instruments
utilized by the Underlying PIMCO Funds which are series of PIMS. These
securities and instruments are described in the current PIMS prospectus for
Institutional Class and Administrative Class shares and in the PIMS statement of
additional information. The PIMS prospectus and statement of additional
information are incorporated in this document by reference. See "Investment
Strategies of the Portfolios - Incorporation by Reference" below.
U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations of, or guaranteed by, the U.S.
Government, its agencies or instrumentalities. The U.S. Government does not
guarantee the net asset value of the Funds' shares. Some U.S. Government
securities, such as Treasury bills, notes and bonds, and securities guaranteed
by the Government National Mortgage Association ("GNMA"), are supported by the
full faith and credit of the United States; others, such as those of the Federal
Home Loan Banks, are supported by the right of the issuer to borrow from the
U.S. Treasury; others, such as those of the Federal National Mortgage
Association ("FNMA"), are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others, such as those
of the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. U.S. Govern ment securities include securities that have
no coupons, or have been stripped of their unmatured interest coupons,
individual interest coupons from such securities that trade separately, and
evidences of receipt of such securities. Such securities may pay no cash income,
and are purchased at a deep discount from their value at maturity. Because
interest on zero coupon securities is not distributed on a current basis but is,
in effect, compounded, zero coupon securities tend to be subject to greater
market risk than interest-paying securities of similar maturities. Custodial
receipts issued in connection with so-called trademark zero coupon securities,
such as CATs and TIGRs, are not issued by the U.S. Treasury, and are therefore
not U.S. Government securities, although the underlying bond represented by such
receipt is a debt obligation of the U.S. Treasury. Other zero coupon Treasury
securities (e.g., STRIPs and CUBEs) are direct obligations of the U.S.
Government.
INFLATION-INDEXED BONDS
The Balanced Fund may invest in inflation-indexed bonds, which are fixed
income securities whose value is periodically adjusted according to the rate of
inflation. Two structures are common. The U.S. Treasury and some other issuers
utilize a structure that accrues inflation into the principal value of the bond.
Most other issuers pay out the Consumer Price Index ("CPI") accruals as part of
a semiannual coupon.
Inflation-indexed securities issued by the U.S. Treasury have maturities of
approximately five, ten or thirty years, although it is possible that securities
with other maturities will be issued in the future. The U.S. Treasury securities
pay interest on a semi-annual basis equal to a fixed percentage of the
inflation-adjusted principal amount. For example, if the Balanced Fund
purchased an inflation-indexed bond with a par value of $1,000 and a 3% real
rate of return coupon (payable 1.5% semi-annually), and the rate of inflation
over the first six months
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was 1%, the mid-year par value of the bond would be $1,010 and the first semi-
annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during
the second half of the year resulted in the whole year's inflation equaling 3%,
the end-of-year par value of the bond would be $1,030 and the second semi-annual
interest payment would be $15.45 ($1,030 times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal
value of inflation-indexed bonds will be adjusted downward, and consequently the
interest payable on these securities (calculated with respect to a smaller
principal amount) will be reduced. Repayment of the original bond principal upon
maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury
inflation-indexed bonds, even during a period of deflation. However, the current
market value of the bonds is not guaranteed and will fluctuate. The Fund may
also invest in other inflation-related bonds which may or may not provide a
similar guarantee. If a guarantee of principal is not provided, the adjusted
principal value of the bond repaid at maturity may be less than the original
principal amount.
The value of inflation-indexed bonds is expected to change in response to
changes in real interest rates. Real interest rates in turn are tied to the
relationship between nominal interest rates and the rate of inflation.
Therefore, if the rate of inflation rises at a faster rate than nominal
interest rates, real interest rates might decline, leading to an increase in
value of inflation-indexed bonds. In contrast, if nominal interest rates
increase at a faster rate than inflation, real interest rates might rise,
leading to a decrease in value of inflation-indexed bonds.
While these securities are expected to be protected from long-term
inflationary trends, short-term increases in inflation may lead to a decline in
value. If interest rates rise due to reasons other than inflation (for example,
due to changes in currency exchange rates), investors in these securities may
not be protected to the extent that the increase is not reflected in the bond's
inflation measure.
The periodic adjustment of U.S. inflation-indexed bonds is tied to the
Consumer Price Index for Urban Consumers (''CPI-U''), which is calculated
monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of
changes in the cost of living, made up of components such as housing, food,
transportation and energy. Inflation-indexed bonds issued by a foreign
government are generally adjusted to reflect a comparable inflation index
calculated by that government. There can be no assurance that the CPI-U or any
foreign inflation index will accurately measure the real rate of inflation in
the prices of goods and services. Moreover, there can be no assurance that the
rate of inflation in a foreign country will be correlated to the rate of
inflation in the United States.
Any increase in the principal amount of an inflation-indexed bond will be
considered taxable ordinary income, even though investors do not receive their
principal until maturity.
BORROWING
Subject to the limitations described under "Investment Restrictions" below,
a Fund may be permitted to borrow for temporary purposes and/or for investment
purposes. Such a practice will result in leveraging of a Fund's assets and may
cause a Fund to liquidate portfolio positions when it would not be advantageous
to do so. This borrowing may be unsecured. Provisions of the Investment Company
Act of 1940, as amended ("1940 Act"), require a Fund to maintain continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed, with an exception for
borrowings not in excess of 5% of the Fund's total assets made for temporary
administrative purposes. As noted under "Investment Restrictions," certain Funds
are subject to limitations on borrowings which are more strict than those
imposed by the 1940 Act. Any borrowings for temporary administrative purposes in
excess of 5% of the Fund's total assets must maintain continuous asset coverage.
If the 300% asset coverage should decline as a result of market fluctuations or
other reasons, a Fund may
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be required to sell some of its portfolio holdings within three days to reduce
the debt and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase
or decrease in the market value of a Fund's portfolio. Money borrowed will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased. A Fund also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.
In addition to borrowing for temporary purposes, a Fund may enter into
reverse repurchase agreements if permitted to do so under its investment
restrictions. A reverse repurchase agreement involves the sale of a portfolio-
eligible security by a Fund, coupled with its agreement to repurchase the
instrument at a specified time and price. The Fund will segregate assets
determined to be liquid by the Adviser or the Fund's sub-adviser (the Funds'
sub-advisers are referred to herein as "Portfolio Managers") in accordance with
procedures established by the Board of Trustees and equal (on a daily mark-to-
market basis) to its obligations under reverse repurchase agreements with
broker-dealers (but not banks). However, reverse repurchase agreements involve
the risk that the market value of securities retained by the Fund may decline
below the repurchase price of the securities sold by the Fund which it is
obligated to repurchase. Reverse repurchase agreements will be subject to the
Funds' limitations on borrowings as specified under "Investment Restrictions"
below.
PREFERRED STOCK
All Funds may invest in preferred stock. Preferred stock is a form of
equity ownership in a corporation. The dividend on a preferred stock is a fixed
payment which the corporation is not legally bound to pay. Certain classes of
preferred stock are convertible, meaning the preferred stock is convertible into
shares of common stock of the issuer. By holding convertible preferred stock, a
Fund can receive a steady stream of dividends and still have the option to
convert the preferred stock to common stock.
CORPORATE DEBT SECURITIES
All Funds may invest in corporate debt securities. The Equity Income,
Value, Tax-Efficient Equity, Value 25, Capital Appreciation, Mid-Cap Growth,
Micro-Cap Growth, Small-Cap Value, Small-Cap Growth, Core Equity, Mid-Cap
Equity, Enhanced Equity, Emerging Markets, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets and International Developed Funds'
investments in corporate debt securities are limited to short-term corporate
debt securities. The investment return of corporate debt securities reflects
interest earnings and changes in the market value of the security. The market
value of a corporate debt obligation may be expected to rise and fall inversely
with interest rates generally. There also exists the risk that the issuers of
the securities may not be able to meet their obligations on interest or
principal payments at the time called for by an instrument.
A Fund's investments in U.S. dollar or foreign currency-denominated
corporate debt securities of domestic or foreign issuers are limited to
corporate debt securities (corporate bonds, debentures, notes and other similar
corporate debt instruments, including convertible securities) which meet the
minimum ratings criteria set forth for the Fund, or, if unrated, are deemed to
be comparable in quality to corporate debt securities in which the Fund may
invest. The rate of return or return of principal on some debt obligations may
be linked or indexed to the level of exchange rates between the U.S. dollar and
a foreign currency or currencies.
Among the corporate debt securities in which the Funds may invest are
convertible securities. A convertible debt security is a bond, debenture, note,
or other security that entitles the holder to acquire common stock or other
equity securities of the same or a different issuer. A convertible security
generally entitles the holder to receive interest paid or accrued until the
convertible security matures or is redeemed, converted or exchanged. Before
conversion, convertible securities have characteristics similar to non-
convertible debt securities. Convertible securities rank senior to common stock
in a corporation's capital structure and, therefore, generally entail less risk
than the corporation's common stock.
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A convertible security may be subject to redemption at the option of the
issuer at a predetermined price. If a convertible security held by a Fund is
called for redemption, the Fund would be required to permit the issuer to redeem
the security and convert it to underlying common stock, or would sell the
convertible security to a third party.
HIGH YIELD SECURITIES ("JUNK BONDS")
Certain of the Funds may invest in debt/fixed income securities of domestic
or foreign issuers that meet minimum ratings criteria set forth for a Fund, or,
if unrated, are of comparable quality in the opinion of the Fund's Portfolio
Manager. A description of the ratings categories used is set forth in the
Appendix to this Statement of Additional Information.
A security is considered to be below "investment grade" quality if it is
either (1) not rated in one of the four highest rating categories by one of the
Nationally Recognized Statistical Rating Organizations ("NRSROs") (i.e., rated
Ba or below by Moody's Investors Service, Inc. ("Moody's") or BB or below by
Standard & Poor's Ratings Services ("S&P")) or (2) if unrated, determined by the
relevant Portfolio Manager to be of comparable quality to obligations so
rated.
The Renaissance, Growth and Balanced Funds may invest a portion of their
assets in fixed income securities rated lower than Baa by Moody's or lower than
BBB by S&P but rated at least B by Moody's or S&P or, if not rated, determined
by the Portfolio Manager to be of comparable quality. In addition, the
Renaissance Fund may invest in convertible securities rated below B by Moody's
or S&P (or, if unrated, considered by the Portfolio Manager to be of comparable
quality). Securities rated lower than Baa by Moody's or lower than BBB by S&P
are sometimes referred to as "high yield" or "junk" bonds. Investors should
consider the risks associated with high yield securities before investing in
these Funds. Although each of the Renaissance and Growth Funds reserves the
right to do so at any time, as of the date of this Statement of Additional
Information, neither Fund invests or has the present intention to invest more
than 5% of its assets in high yield securities or junk bonds. Investment in high
yield securities generally provides greater income and increased opportunity for
capital appreciation than investments in higher quality securities, but it also
typically entails greater price volatility as well as principal and income risk.
High yield securities are regarded as predominantly speculative with respect to
the issuer's continuing ability to meet principal and interest payments. The
market for these securities is relatively new, and many of the outstanding high
yield securities have not endured a major business recession. A long-term track
record on default rates, such as that for investment grade corporate bonds, does
not exist for this market. Analysis of the creditworthiness of issuers of high
yield securities may be more complex than for issuers of higher quality
debt/fixed income securities. Each Fund of the Trust that may purchase high
yield securities may continue to hold such securities following a decline in
their rating if in the opinion of the Adviser or the Portfolio Manager, as the
case may be, it would be advantageous to do so. Investments in high yield
securities that are eligible for purchase by certain of the Funds are described
as "speculative" by both Moody's and S&P.
Investing in high yield securities involves special risks in addition to
the risks associated with investments in higher rated fixed income securities.
While offering a greater potential opportunity for capital appreciation and
higher yields than investments in higher rated debt securities, high yield
securities typically entail greater potential price volatility and may be less
liquid than investment grade debt. High yield securities may be regarded as
predominately speculative with respect to the issuer's continuing ability to
meet principal and interest payments. Analysis of the creditworthiness of
issuers of high yield securities may be more complex than for issuers of higher
quality debt securities, and achievement of a Fund's investment objective may,
to the extent of its investments in high yield securities, depend more heavily
on the Portfolio Manager's creditworthiness analysis than would be the case if
the Fund were investing in higher quality securities.
High yield securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than investment grade securities.
The prices of high yield securities are likely to be sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield security prices because the advent of a recession
could lessen the ability of a highly leveraged company to make principal and
interest payments on its debt/fixed income securities. If an issuer of high
yield securities defaults, in addition to risking payment of all or a portion of
interest and principal, the Funds investing in such securities may incur
additional expenses to seek
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recovery. In the case of high yield securities structured as zero-coupon or pay-
in-kind securities, their market prices are affected to a greater extent by
interest rate changes, and therefore tend to be more volatile than securities
which pay interest periodically and in cash. Even though such securities do not
pay current interest in cash, a Fund nonetheless is required to accrue interest
income on these investments and to distribute the interest income on a current
basis. Thus, a Fund could be required at times to liquidate other investments in
order to satisfy its distribution requirements.
Prices of high yield/high risk securities have been found to be less
sensitive to interest rate changes than more highly rated investments, but more
sensitive to economic downturns or individual corporate developments. The
secondary market on which high yield securities are traded may be less liquid
than the market for higher grade securities. Less liquidity in the secondary
trading market could adversely affect the price at which the Funds could sell a
high yield security, and could adversely affect the daily net asset value of the
shares. Lower liquidity in secondary markets could adversely affect the value
of high yield/high risk securities held by the Renaissance, Growth and Balanced
Funds. While lower rated securities typically are less sensitive to interest
rate changes than higher rated securities, the market prices of high yield/high
risk securities structured as "zero coupon" or "pay-in-kind" securities may be
affected to a greater extent by interest rate changes. See Appendix A to this
Statement of Additional Information for further information regarding high
yield/high risk securities. For instance, adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high yield securities, especially in a thinly traded
market. When secondary markets for high yield securities are less liquid than
the market for higher grade securities, it may be more difficult to value the
securities because such valuation may require more research, and elements of
judgment may play a greater role in the valuation because there is less
reliable, objective data available.
Debt securities are purchased and sold principally in response to current
assessments of future changes in business conditions and the levels of interest
rates on debt/fixed income securities of varying maturities, the availability of
new investment opportunities at higher relative yields, and current evaluations
of an issuer's continuing ability to meet its obligations in the future. The
average maturity or duration of the debt/fixed income securities in a Fund's
portfolio may vary in response to anticipated changes in interest rates and to
other economic factors. Securities may be bought and sold in anticipation of a
decline or a rise in market interest rates. In addition, a Fund may sell a
security and purchase another of comparable quality and maturity (usually, but
not always, of a different issuer) at approximately the same time to take
advantage of what are believed to be short-term differentials in values or
yields.
LOAN PARTICIPATIONS AND ASSIGNMENTS
The Balanced Fund may invest in fixed- and floating-rate loans arranged
through private negotiations between an issuer of debt instruments and one or
more financial institutions ("lenders"). Generally, the Fund's investments in
loans are expected to take the form of loan participations and assignments of
portions of loans from third parties.
Large loans to corporations or governments may be shared or syndicated
among several lenders, usually banks. The Fund may participate in such
syndicates, or can buy part of a loan, becoming a direct lender. Participations
and assignments involve special types of risk, including limited marketability
and the risks of being a lender. See "Characteristics and Risks of Securities
and Investment Techniques--Illiquid Securities" in the Class A, B and C and
Institutional Prospectuses for a discussion of the limits on the Balanced Fund's
investments in loan participations and assignments with limited marketability.
If the Fund purchases a participation, it may only be able to enforce its rights
through the lender, and may assume the credit risk of the lender in addition to
the borrower. In assignments, the Fund's rights against the borrower may be more
limited than those held by the original lender.
DELAYED FUNDING LOANS AND REVOLVING CREDIT FACILITIES
The Balanced Fund may also enter into, or acquire participations in,
delayed funding loans and revolving credit facilities. Delayed funding loans
and revolving credit facilities are borrowing arrangements in which the lender
agrees to make loans up to a maximum amount upon demand by the borrower during a
specified term. A revolving credit facility differs from a delayed funding
loan in that as the borrower repays
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the loan, an amount equal to the repayment may be borrowed again during the term
of the revolving credit facility. These commitments may have the effect of
requiring the Fund to increase its investment in a company at a time when it
might not otherwise decide to do so (including a time when the company's
financial condition makes it unlikely that such amounts will be repaid).
The Balanced Fund may acquire a participation interest in delayed funding
loans or revolving credit facilities from a bank or other financial institution.
See "Loan Participations and Assignments." The terms of the participation
require the Fund to make a pro rata share of all loans extended to the borrower
and entitles the Fund to a pro rata share of all payments made by the borrower.
Delayed funding loans and revolving credit facilities usually provide for
floating or variable rates of interest. To the extent that the Fund is committed
to advance additional funds, it will at all times segregate assets, determined
to be liquid by the Adviser or a Portfolio Manager in accordance with procedures
established by the Board of Trustees, in an amount sufficient to meet such
commitments.
HYBRID INSTRUMENTS
The Balanced Fund may invest in "hybrid" or indexed securities. A hybrid
instrument can combine the characteristics of securities, futures, and options.
For example, the principal amount or interest rate of a hybrid could be tied
(positively or negatively) to the price of some commodity, currency or
securities index or another interest rate (each a "benchmark"). The interest
rate or (unlike most fixed income securities) the principal amount payable at
maturity of a hybrid security may be increased or decreased, depending on
changes in the value of the benchmark.
Hybrids can be used as an efficient means of pursuing a variety of
investment goals, including currency hedging, duration management, and increased
total return. Hybrids may not bear interest or pay dividends. The value of a
hybrid or its interest rate may be a multiple of a benchmark and, as a result,
may be leveraged and move (up or down) more steeply and rapidly than the
benchmark. These benchmarks may be sensitive to economic and political events,
such as commodity shortages and currency devaluations, which cannot be readily
foreseen by the purchaser of a hybrid. Under certain conditions, the redemption
value of a hybrid could be zero. Thus, an investment in a hybrid may entail
significant market risks that are not associated with a similar investment in a
traditional, U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating rate of interest. The purchase of hybrids also
exposes the Fund to the credit risk of the issuer of the hybrids. These risks
may cause significant fluctuations in the net asset value of the Fund.
Accordingly, the Fund will not invest more than 5% of its assets (taken at
market value at the time of investment) in hybrid instruments.
Certain issuers of structured products such as hybrid instruments may be
deemed to be investment companies as defined in the 1940 Act. As a result, the
Fund's investments in these products will be subject to limits applicable to
investments in investment companies and may be subject to restrictions contained
in the 1940 Act.
CATASTROPHE BONDS
The Balanced Fund may invest in "catastrophe bonds." Catastrophe bonds are
fixed income securities, for which the return of principal and payment of
interest is contingent on the non-occurrence of a specific "trigger"
catastrophic event, such as a hurricane or an earthquake. They may be issued by
government agencies, insurance companies, reinsurers, special purpose
corporations or other on-shore or off-shore entities. If a trigger event causes
losses exceeding a specific amount in the geographic region and time period
specified in a bond, a Fund investing in the bond may lose a portion or all of
its principal invested in the bond. If no trigger event occurs, the Fund will
recover its principal plus interest. For some catastrophe bonds, the trigger
event or losses may be based on companywide losses, index-portfolio losses,
industry indices or readings of scientific instruments rather than specified
actual losses. Often the catastrophe bonds provide for extensions of maturity
that are mandatory, or optional at the discretion of the issuer, in order to
process
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and audit loss claims in those cases where a trigger event has, or possibly has,
occurred. In addition to the specified trigger events, catastrophe bonds may
also expose the Fund to certain unanticipated risks including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.
Catastrophe bonds are a relatively new type of financial instrument. As
such, there is no significant trading history of these securities, and there can
be no assurance that a liquid market in these instruments will develop. See
"Characteristics and Risks of Securities and Investment Techniques--Illiquid
Securities" in the Class A, B and C and Institutional Prospectuses. Lack of a
liquid market may impose the risk of higher transaction costs and the
possibility that the Balanced Fund may be forced to liquidate positions when it
would not be advantageous to do so. Catastrophe bonds are typically rated, and
the Fund will only invest in catastrophe bonds that meet the credit quality
requirements for the Fund.
PARTICIPATION ON CREDITORS COMMITTEES
A Fund may from time to time participate on committees formed by creditors
to negotiate with the management of financially troubled issuers of securities
held by the Fund. Such participation may subject a Fund to expenses such as
legal fees and may make the Fund an "insider" of the issuer for purposes of the
federal securities laws, and therefore may restrict the Fund's ability to trade
in or acquire additional positions in a particular security when it might
otherwise desire to do so. Participation by a Fund on such committees also may
expose the Fund to potential liabilities under the federal bankruptcy laws or
other laws governing the rights of creditors and debtors. A Fund would
participate on such committees only when the Adviser and the relevant Portfolio
Manager believe that such participation is necessary or desirable to enforce the
Fund's rights as a creditor or to protect the value of securities held by the
Fund.
VARIABLE AND FLOATING RATE SECURITIES
Variable and floating rate securities provide for a periodic adjustment in
the interest rate paid on the obligations. The terms of such obligations must
provide that interest rates are adjusted periodically based upon an interest
rate adjustment index as provided in the respective obligations. The adjustment
intervals may be regular, and range from daily up to annually, or may be event
based, such as based on a change in the prime rate.
Certain of the Funds may invest in floating rate debt instruments
("floaters"). The interest rate on a floater is a variable rate which is tied
to another interest rate, such as a money-market index or U.S. Treasury bill
rate. The interest rate on a floater resets periodically, typically every six
months. Because of the interest rate reset feature, floaters provide a Fund
with a certain degree of protection against rises in interest rates, but
generally do not allow the Fund to participate fully in appreciation resulting
from any general decline in interest rates.
Certain Funds may also invest in inverse floating rate debt instruments
("inverse floaters"). The interest rate on an inverse floater resets in the
opposite direction from the market rate of interest to which the inverse floater
is indexed. An inverse floating rate security generally will exhibit greater
price volatility than a fixed rate obligation of similar credit quality. See
"Mortgage-Related and Asset-Backed Securities" below.
MORTGAGE-RELATED AND ASSET-BACKED SECURITIES
Mortgage-related securities are interests in pools of residential or
commercial mortgage loans, including mortgage loans made by savings and loan
institutions, mortgage bankers, commercial banks and others. Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related and
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private organizations. See "Mortgage Pass-Through Securities" below. Certain
debt securities are also secured with collateral consisting of mortgage-related
securities. See "Collateralized Mortgage Obligations" below.
MORTGAGE PASS-THROUGH SECURITIES. Interests in pools of mortgage-related
securities differ from other forms of debt securities, which normally provide
for periodic payment of interest in fixed amounts with principal payments at
maturity or specified call dates. Instead, these securities provide a monthly
payment which consists of both interest and principal payments. In effect,
these payments are a "pass-through" of the monthly payments made by the
individual borrowers on their residential or commercial mortgage loans, net of
any fees paid to the issuer or guarantor of such securities. Additional payments
are caused by repayments of principal resulting from the sale of the underlying
property, refinancing or foreclosure, net of fees or costs which may be
incurred. Some mortgage-related securities (such as securities issued by the
GNMA) are described as "modified pass-through." These securities entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, at the scheduled payment dates regardless of whether or not
the mortgagor actually makes the payment.
The rate of prepayments on underlying mortgages will affect the price and
volatility of a mortgage-related security, and may have the effect of shortening
or extending the effective maturity of the security beyond what was anticipated
at the time of purchase. To the extent that unanticipated rates of prepayment on
underlying mortgages increase the effective maturity of a mortgage-related
security, the volatility of such security can be expected to increase.
The principal governmental guarantor of mortgage-related securities is the
GNMA. GNMA is a wholly owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks and mortgage bankers) and backed by
pools of mortgages insured by the Federal Housing Administration (the "FHA"), or
guaranteed by the Department of Veterans Affairs (the "VA").
Government-related guarantors (i.e., not backed by the full faith and
credit of the United States Government) include the FNMA and the Federal Home
Loan Mortgage Corporation ("FHLMC"). FNMA is a government-sponsored corporation
owned entirely by private stockholders. It is subject to general regulation by
the Secretary of Housing and Urban Development. FNMA purchases conventional
(i.e., not insured or guaranteed by any government agency) residential mortgages
from a list of approved seller/services which include state and federally
chartered savings and loan associations, mutual savings banks, commercial banks,
and credit unions and mortgage bankers. Pass-through securities issued by FNMA
are guaranteed as to timely payment of principal and interest by FNMA but are
not backed by the full faith and credit of the United States Government.
FHLMC was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. It is a government-
sponsored corporation formerly owned by the twelve Federal Home Loan Banks and
now owned entirely by private stockholders. FHLMC issues Participation
Certificates ("PCs") which represent interests in conventional mortgages from
FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal, but PCs are not backed by the full faith and
credit of the United States Government.
Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-
through pools of conventional residential mortgage loans. Such issuers may, in
addition, be the originators and/or services of the underlying mortgage loans as
well as the guarantors of the mortgage-related securities. Pools created by
such non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments in the former pools. However, timely
payment of interest and principal of these pools may be supported by various
forms of insurance or guarantees, including individual loan, title, pool and
hazard insurance and letters of credit. The insurance and guarantees are issued
by governmental entities, private insurers and the mortgage poolers. Such
insurance and guarantees, and the creditworthiness of the issuers thereof, will
be considered
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in determining whether a mortgage-related security meets the Trust's investment
quality standards. There can be no assurance that the private insurers or
guarantors can meet their obligations under the insurance policies or guarantee
arrangements. A Fund may buy mortgage-related securities without insurance or
guarantees if, through an examination of the loan experience and practices of
the originator/servicers and poolers, the Portfolio Manager determines that the
securities meet the Fund's quality standards. Although the market for such
securities is becoming increasingly liquid, securities issued by certain private
organizations may not be readily marketable. A Fund will not purchase mortgage-
related securities or any other assets which in the Portfolio Manager's opinion
are illiquid if, as a result, more than 15% of the value of the Fund's net
assets (taken at market value at the time of investment) will be invested in
illiquid securities.
Mortgage-related securities that are issued or guaranteed by the U.S.
Government, its agencies or instru mentalities, are not subject to a Fund's
industry concentration restrictions, see "Investment Restrictions," by virtue of
the exclusion from that test available to all U.S. Government securities. In
the case of privately issued mortgage-related securities, the Funds take the
position that mortgage-related securities do not represent interests in any
particular "industry" or group of industries. The assets underlying such
securities may be represented by a portfolio of first lien residential mortgages
(including both whole mortgage loans and mortgage participation interests) or
portfolios of mortgage pass-through securities issued or guaranteed by GNMA,
FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn
be insured or guaranteed by the FHA or the VA. In the case of private issue
mortgage-related securities whose underlying assets are neither U.S. Government
securities nor U.S. Government-insured mortgages, to the extent that real
properties securing such assets may be located in the same geographical region,
the security may be subject to a greater risk of default than other comparable
securities in the event of adverse economic, political or business developments
that may affect such region and, ultimately, the ability of residential
homeowners to make payments of principal and interest on the underlying
mortgages.
COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal is paid, in most cases, semi-annually. CMOs may
be collateralized by whole mortgage loans, but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different stated
maturity. Actual maturity and average life will depend upon the prepayment
experience of the collateral. CMOs provide for a modified form of call
protection through a de facto breakdown of the underlying pool of mortgages
--------
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding
the longer maturity classes receive principal only after the first class has
been retired. An investor is partially guarded against a sooner than desired
return of principal because of the sequential payments.
In a typical CMO transaction, a corporation ("issuer") issues multiple
series (e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering
are used to purchase mortgages or mortgage pass-through certificates
("Collateral"). The Collateral is pledged to a third party trustee as security
for the Bonds. Principal and interest payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C
Bonds all bear current interest. Interest on the Series Z Bond is accrued and
added to principal and a like amount is paid as principal on the Series A, B, or
C Bond currently being paid off. When the Series A, B, and C Bonds are paid in
full, interest and principal on the Series Z Bond begin to be paid currently.
With some CMOs, the issuer serves as a conduit to allow loan originators
(primarily builders or savings and loan associations) to borrow against their
loan portfolios.
FHLMC COLLATERALIZED MORTGAGE OBLIGATIONS. FHLMC CMOs are debt obligations
of FHLMC issued in multiple classes having different maturity dates which are
secured by the pledge of a pool of conventional mortgage loans purchased by
FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are
made semi-annually, as opposed to monthly. The amount of principal payable on
each semi-annual payment date is determined in accordance with FHLMC's mandatory
sinking fund schedule, which in turn, is equal to approximately 100% of
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FHA prepayment experience applied to the mortgage collateral pool. All sinking
fund payments in the CMOs are allocated to the retirement of the individual
classes of bonds in the order of their stated maturities. Payment of principal
on the mortgage loans in the collateral pool in excess of the amount of FHLMC's
minimum sinking fund obligation for any payment date are paid to the holders of
the CMOs as additional sinking fund payments. Because of the "pass-through"
nature of all principal payments received on the collateral pool in excess of
FHLMC's minimum sinking fund requirement, the rate at which principal of the
CMOs is actually repaid is likely to be such that each class of bonds will be
retired in advance of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage loans
during any semi-annual payment period is not sufficient to meet FHLMC's minimum
sinking fund obligation on the next sinking fund payment date, FHLMC agrees to
make up the deficiency from its general funds.
Criteria for the mortgage loans in the pool backing the FHLMC CMOs are
identical to those of FHLMC PCS. FHLMC has the right to substitute collateral
in the event of delinquencies and/or defaults.
COMMERCIAL MORTGAGE-BACKED SECURITIES. Commercial Mortgage-Backed
Securities include securities that reflect an interest in, and are secured by,
mortgage loans on commercial real property. The market for commercial mortgage-
backed securities developed more recently and in terms of total outstanding
principal amount of issues is relatively small compared to the market for
residential single-family mortgage-backed securities. Many of the risks of
investing in commercial mortgage-backed securities reflect the risks of
investing in the real estate securing the underlying mortgage loans. These
risks reflect the effects of local and other economic conditions on real estate
markets, the ability of tenants to make loan payments, and the ability of a
property to attract and retain tenants. Commercial mortgage-backed securities
may be less liquid and exhibit greater price volatility than other types of
mortgage- or asset-backed securities.
OTHER MORTGAGE-RELATED SECURITIES. Other mortgage-related securities
include securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals or stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt securities
issued by agencies or instrumentalities of the U.S. Government or by private
originators of, or investors in, mortgage loans, including savings and loan
associations, homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.
CMO RESIDUALS. CMO residuals are mortgage securities issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or
investors in, mortgage loans, including savings and loan associations,
homebuilders, mortgage banks, commercial banks, investment banks and special
purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs
is applied first to make required payments of principal and interest on the CMOs
and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess
cash flow to a holder of the related CMO residual represents income and/or a
return of capital. The amount of residual cash flow resulting from a CMO will
depend on, among other things, the characteristics of the mortgage assets, the
coupon rate of each class of CMO, prevailing interest rates, the amount of
administrative expenses and the prepayment experience on the mortgage assets.
In particular, the yield to maturity on CMO residuals is extremely sensitive to
prepayments on the related underlying mortgage assets, in the same manner as an
IO class of stripped mortgage-backed securities. See "Other Mortgage-Related
Securities--Stripped Mortgage-Backed Securities." In addition, if a series of a
CMO includes a class that bears interest at an adjustable rate, the yield to
maturity on the related CMO residual will also be extremely sensitive to changes
in the level of the index upon which interest rate adjustments are based. As
described below with respect to stripped mortgage-backed securities, in certain
circumstances a Fund may fail to recoup some or all of its initial investment in
a CMO residual.
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CMO residuals are generally purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers. The CMO
residual market has developed fairly recently and CMO residuals currently may
not have the liquidity of other more established securities trading in other
markets. Transactions in CMO residuals are generally completed only after
careful review of the characteristics of the securities in question. In
addition, CMO residuals may, or pursuant to an exemption therefrom, may not,
have been registered under the Securities Act of 1933, as amended (the "1933
Act"). CMO residuals, whether or not registered under the 1933 Act, may be
subject to certain restrictions on transferability, and may be deemed "illiquid"
and subject to a Fund's limitations on investment in illiquid securities.
STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
("SMBS") are derivative multi-class mortgage securities. SMBS may be issued by
agencies or instrumentalities of the U.S. Government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose entities
of the foregoing.
SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the
interest and most of the principal from the mortgage assets, while the other
class will receive most of the interest and the remainder of the principal. In
the most extreme case, one class will receive all of the interest (the "IO"
class), while the other class will receive all of the principal (the "PO"
class). The yield to maturity on an IO class is extremely sensitive to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse
effect on a Fund's yield to maturity from these securities. If the underlying
mortgage assets experience greater than anticipated prepayments of principal,
the Fund may fail to recoup some or all of its initial investment in these
securities even if the security is in one of the highest rating categories.
Although SMBS are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers, these securities
were developed fairly recently. As a result, established trading markets have
not yet developed and, accordingly, these securities may be deemed "illiquid"
and subject to a Fund's limitations on investment in illiquid securities.
OTHER ASSET-BACKED SECURITIES. Similarly, the Adviser and Portfolio
Managers expect that other asset-backed securities (unrelated to mortgage loans)
will be offered to investors in the future and may be purchased by the Funds
that may invest in mortgage-related securities. Several types of asset-backed
securities have already been offered to investors, including Certificates for
Automobile Receivables/SM/ ("CARS/SM/"). CARS/SM/ represent undivided
fractional interests in a trust whose assets consist of a pool of motor vehicle
retail installment sales contracts and security interests in the vehicles
securing the contracts. Payments of principal and interest on CARS/SM/ are
passed through monthly to certificate holders, and are guaranteed up to certain
amounts and for a certain time period by a letter of credit issued by a
financial institution unaffiliated with the trustee or originator of the trust.
An investor's return on CARS/SM/ may be affected by early prepayment of
principal on the underlying vehicle sales contracts. If the letter of credit is
exhausted, the trust may be prevented from realizing the full amount due on a
sales contract because of state law requirements and restrictions relating to
foreclosure sales of vehicles and the obtaining of deficiency judgments
following such sales or because of depreciation, damage or loss of a vehicle,
the application of federal and state bankruptcy and insolvency laws, or other
factors. As a result, certificate holders may experience delays in payments or
losses if the letter of credit is exhausted.
Consistent with a Fund's investment objectives and policies, the Adviser
and Portfolio Manager also may invest in other types of asset-backed securities.
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FOREIGN SECURITIES
The Emerging Markets, Structured Emerging Markets, Tax-Efficient Structured
Emerging Markets, International Developed, International Growth and
International Funds may invest in U.S. dollar or foreign currency-denominated
corporate debt securities of foreign issuers; preferred securities of foreign
issuers; certain foreign bank obligations; and U.S. dollar- or foreign currency-
denominated obligations of foreign governments or their subdivisions, agencies
and instrumentalities, international agencies and supranational entities. The
Emerging Markets, Structured Emerging Markets, Tax-Efficient Structured Emerging
Markets, International Developed, International Growth, International and
Precious Metals Funds may also invest in common stocks issued by foreign
companies. The Precious Metals Fund may invest primarily in securities of
foreign issuers, securities denominated in foreign currencies, securities
principally traded on securities markets outside of the United States and in
securities of foreign issuers that are traded on U.S. securities markets. The
Renaissance, Core Equity, Mid-Cap Equity, Growth, Target, Opportunity and
Innovation Funds each may invest up to 15% of their respective net assets in
securities which are traded principally in securities markets outside the United
States (Eurodollar certificates of deposit are excluded for purposes of these
limitations), and (except for the Core Equity and Mid-Cap Equity Funds) may
invest without limit in securities of foreign issuers that are traded in U.S.
securities markets. The Enhanced Equity Fund may invest in common stock of
foreign issuers if it is included in the index from which stocks are selected.
The Balanced Fund may invest up to 20% of its assets allocated for investment in
fixed income securities in securities denominated in foreign currencies, and may
invest beyond this limit in U.S. dollar-denominated securities of foreign
issuers.
Each of the Funds may invest in American Depository Receipts ("ADRs").
The Renaissance, Growth, Target, Core Equity, Mid-Cap Equity, Opportunity,
Innovation, Emerging Markets, Structured Emerging Markets, Tax-Efficient
Structured Emerging Markets, International Developed, International Growth,
International and Precious Metals Funds may invest in European Depository
Receipts ("EDRs") or Global Depository Receipts ("GDRs"). ADRs are dollar-
denominated receipts issued generally by domestic banks and represent the
deposit with the bank of a security of a foreign issuer. EDRs are foreign
currency-denominated receipts similar to ADRs and are issued and traded in
Europe, and are publicly traded on exchanges or over-the-counter in the United
States. GDRs may be offered privately in the United States and also trade in
public or private markets in other countries. ADRs, EDRs and GDRs may be issued
as sponsored or unsponsored programs. In sponsored programs, an issuer has made
arrangements to have its securities trade in the form of ADRs, EDRs or GDRs. In
unsponsored programs, the issuer may not be directly involved in the creation of
the program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated in the
creation of a sponsored program.
Investing in the securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S. companies. These
include: differences in accounting, auditing and financial reporting standards,
generally higher commission rates on foreign portfolio transactions, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations (which may include suspension of the
ability to transfer currency from a country), political instability which can
affect U.S. investments in foreign countries and potential restrictions on the
flow of international capital. In addition, foreign securities and dividends
and interest payable on those securities may be subject to foreign taxes,
including taxes withheld from payments on those securities. Foreign securities
often trade with less frequency and volume than domestic securities and
therefore may exhibit greater price volatility. Changes in foreign exchange
rates will affect the value of those securities which are denominated or quoted
in currencies other than the U.S. dollar.
The risks of investing in foreign securities are particularly high when
securities of issuers based in developing (or ''emerging market'') countries are
involved. Investing in emerging market countries involves certain risks not
typically associated with investing in U.S. securities, and imposes risks
greater than, or in addition to, risks of investing in foreign, developed
countries. These risks include: greater risks of nationalization or
expropriation of assets or confiscatory taxation; currency devaluations and
other currency exchange rate fluctuations; greater social,
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economic and political uncertainty and instability (including the risk of war);
more substantial government involvement in the economy; higher rates of
inflation; less government supervision and regulation of the securities markets
and participants in those markets; controls on foreign investment and
limitations on repatriation of invested capital and on the Fund's ability to
exchange local currencies for U.S. dollars; unavailability of currency hedging
techniques in certain emerging market countries; the fact that companies in
emerging market countries may be smaller, less seasoned and newly organized
companies; the difference in, or lack of, auditing and financial reporting
standards, which may result in unavailability of material information about
issuers; the risk that it may be more difficult to obtain and/or enforce a
judgment in a court outside the United States; and greater price volatility,
substantially less liquidity and significantly smaller market capitalization of
securities markets.
SPECIAL RISKS OF INVESTING IN RUSSIAN AND OTHER EASTERN EUROPEAN
SECURITIES. The International, International Growth, Emerging Markets, Tax-
Efficient Structured Emerging Markets and Structured Emerging Markets Funds may
invest a portion of their assets in securities of issuers located in Russia and
in other Eastern European countries. The political, legal and operational risks
of investing in the securities of Russian and other Eastern European issuers,
and of having assets custodied within these countries, may be particularly
acute. Investments in Eastern European countries may involve acute risks of
nationalization, expropriation and confiscatory taxation. The communist
governments of a number of Eastern European countries expropriated large amounts
of private property in the past, in many cases without adequate compensation,
and there can be no assurance that such expropriation will not occur in the
future. Also, certain Eastern European countries, which do not have market
economies, are characterized by an absence of developed legal structures
governing private and foreign investments and private property.
In addition, governments in certain Eastern European countries may require
that a governmental or quasi-governmental authority act as custodian of a Fund's
assets invested in such country. To the extent such governmental or quasi-
governmental authorities do not satisfy the requirements of the 1940 Act to act
as foreign custodians of the Fund's cash and securities, the Fund's investment
in such countries may be limited or may be required to be effected through
intermediaries. The risk of loss through governmental confiscation may be
increased in such circumstances.
Investments in securities of Russian issuers may involve a particularly
high degree of risk and special considerations not typically associated with
investing in U.S. and other more developed markets, many of which stem from
Russia's continuing political and economic instability and the slow-paced
development of its market economy. Investments in Russian securities should be
considered highly speculative. Such risks and special considerations include:
(a) delays in settling portfolio transactions and the risk of loss arising out
of Russia's system of share registration and custody (see below); (b)
pervasiveness of corruption, insider trading, and crime in the Russian economic
system; (c) difficulties associated in obtaining accurate market valuations of
many Russian securities, based partly on the limited amount of publicly
available information; (d) the general financial condition of Russian companies,
which may involve particularly large amounts of inter-company debt; and (e) the
risk that the Russian tax system will not be reformed to prevent inconsistent,
retroactive and/or exorbitant taxation or, in the alternative, the risk that a
reformed tax system may result in the inconsistent and unpredictable enforcement
of the new tax laws. Also, there is the risk that the government of Russia or
other executive or legislative bodies may decide not to continue to support the
economic reform programs implemented since the dissolution of the Soviet Union
and could follow radically different political and/or economic policies to the
detriment of investors, including non-market-oriented policies such as the
support of certain industries at the expense of other sectors or investors, a
return to the centrally planned economy that existed prior to the dissolution of
the Soviet Union, or the nationalization of privatized enterprises.
A risk of particular note with respect to direct investment in Russian
securities is the way in which ownership of shares of companies is normally
recorded. Ownership of shares (except where shares are held through
depositories that meet the requirements of the 1940 Act) is defined according to
entries in the company's share register and normally evidenced by extracts from
the register or, in certain limited circumstances, by formal share certificates.
However, there is no central registration system for shareholders and these
services are carried out by
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the companies themselves or by registrars located throughout Russia. These
registrars are not necessarily subject to effective state supervision nor are
they licensed with any governmental entity. It is possible for a Fund to lose
its registration through fraud, negligence or even mere oversight. While a Fund
will endeavor to ensure that its interest continues to be appropriately
recorded, which may involve a custodian or other agent inspecting the share
register and obtaining extracts of share registers through regular
confirmations, these extracts have no legal enforceability and it is possible
that subsequent illegal amendment or other fraudulent act may deprive the Fund
of its ownership rights or improperly dilute its interests. In addition, while
applicable Russian regulations impose liability on registrars for losses
resulting from their errors, it may be difficult for a Fund to enforce any
rights it may have against the registrar or issuer of the securities in the
event of loss of share registration.
Also, although a Russian public enterprise with more than 500 shareholders
is required by law to contract out the maintenance of its shareholder register
to an independent entity that meets certain criteria, this regulation has not
always been strictly enforced in practice. Because of this lack of
independence, management of a company may be able to exert considerable
influence over who can purchase and sell the company's shares by illegally
instructing the registrar to refuse to record transactions in the share
register. In addition, so-called "financial-industrial groups" have emerged in
recent years that seek to deter outside investors from interfering in the
management of companies they control. These practices may prevent a Fund from
investing in the securities of certain Russian companies deemed suitable by the
Fund's Portfolio Manager. Further, this also could cause a delay in the sale of
Russian securities held by a Fund if a potential purchaser is deemed unsuitable,
which may expose the Fund to potential loss on the investment.
FOREIGN CURRENCIES
The Renaissance, Core Equity, Mid-Cap Equity, Growth, Target, Opportunity,
Innovation, International, International Developed, International Growth,
Emerging Markets, Structured Emerging Markets, Tax-Efficient Structured Emerging
Markets, Precious Metals and Balanced Funds may enter into forward foreign
currency exchange contracts to reduce the risks of adverse changes in foreign
exchange rates. In addition, the Emerging Markets, Structured Emerging Markets,
Tax-Efficient Structured Emerging Markets, International, International
Developed, International Growth, Balanced and Precious Metals Funds may buy and
sell foreign currency futures contracts and options on foreign currencies and
foreign currency futures.
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. By entering into a forward foreign
currency exchange contract, the fund "locks in" the exchange rate between the
currency it will deliver and the currency it will receive for the duration of
the contract. As a result, a Fund reduces its exposure to changes in the value
of the currency it will deliver and increases its exposure to changes in the
value of the currency it will exchange into. Contracts to sell foreign
currencies would limit any potential gain which might be realized by a Fund if
the value of the hedged currency increases. A Fund may enter into these
contracts for the purpose of hedging against foreign exchange risks arising from
the Funds' investment or anticipated investment in securities denominated in
foreign currencies. Suitable hedging transactions may not be available in all
circumstances. Also, such hedging transactions may not be successful and may
eliminate any chance for a Fund to benefit from favorable fluctuations in
relevant foreign currencies.
The International, International Developed, International Growth, Emerging
Markets, Structured Emerging Markets and Tax-Efficient Structured Emerging
Markets Funds may also enter into forward foreign currency exchange contracts
for purposes of increasing exposure to a foreign currency or to shift exposure
to foreign currency fluctuations from one currency to another. To the extent
that they do so, the International, International Developed, Emerging Markets,
Structured Emerging Markets and Tax-Efficient Structured Emerging Markets Funds
will be subject to the additional risk that the relative value of currencies
will be different than anticipated by the particular Fund's Portfolio Manager.
A Fund may use one currency (or a basket of currencies) to hedge against adverse
changes in the value of another currency (or a basket of currencies) when
exchange rates between the two currencies
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are positively correlated. A Fund will segregate assets determined to be liquid
by the Adviser or a Portfolio Manager in accordance with procedures established
by the Board of Trustees to cover forward currency contracts entered into for
non-hedging purposes. The Funds may also use foreign currency futures contracts
and related options on currencies for the same reasons for which forward foreign
currency exchange contracts are used.
Special Risks Associated with the Introduction of the Euro. The
introduction of a single currency, the euro, on January 1, 1999 for
participating European nations in the European Economic and Monetary Union
presents unique uncertainties for European securities in the markets in which
they trade and with respect to the operation of the Funds that invest in
securities denominated in European currencies and other European securities. The
introduction of the euro has and will result in the redenomination of European
debt and equity securities over a period of time. Uncertainties raised by the
introduction of the euro include whether the payment and operational systems of
banks and other financial institutions will be ready by the scheduled launch
date, the creation of suitable clearing and settlement payment systems for the
new currency, the valuation and legal treatment of outstanding financial
contracts after January 1, 1999 that refer to existing currencies rather than
the euro and adverse accounting or tax consequences that may arise from the
transition to the euro. These or other factors could cause market disruptions
and could adversely affect the value of securities and foreign currencies held
by the Funds.
BANK OBLIGATIONS
Bank obligations in which the Funds may invest include certificates of
deposit, bankers' acceptances, and fixed time deposits. Certificates of deposit
are negotiable certificates issued against funds deposited in a commercial bank
for a definite period of time and earning a specified return. Bankers'
acceptances are negotiable drafts or bills of exchange, normally drawn by an
importer or exporter to pay for specific merchandise, which are "accepted" by a
bank, meaning, in effect, that the bank unconditionally agrees to pay the face
value of the instrument on maturity. Fixed time deposits are bank obligations
payable at a stated maturity date and bearing interest at a fixed rate. Fixed
time deposits may be withdrawn on demand by the investor, but may be subject to
early withdrawal penalties which vary depending upon market conditions and the
remaining maturity of the obligation. There are no contractual restrictions on
the right to transfer a beneficial interest in a fixed time deposit to a third
party, although there is no market for such deposits. A Fund will not invest in
fixed time deposits which (1) are not subject to prepayment or (2) provide for
withdrawal penalties upon prepayment (other than overnight deposits) if, in the
aggregate, more than 15% of its net assets (taken at market value at the time of
investment) would be invested in such deposits, repurchase agreements maturing
in more than seven days and other illiquid assets. Each Fund may also hold
funds on deposit with its sub-custodian bank in an interest-bearing account for
temporary purposes.
Each Fund limits its investments in United States bank obligations to
obligations of United States banks (including foreign branches) which have more
than $1 billion in total assets at the time of investment and are members of the
Federal Reserve System or are examined by the Comptroller of the Currency or
whose deposits are insured by the Federal Deposit Insurance Corporation. A Fund
also may invest in certificates of deposit of savings and loan associations
(federally or state chartered and federally insured) having total assets in
excess of $1 billion.
The Renaissance, Growth, Target, Core Equity, Mid-Cap Equity, Opportunity,
Innovation, International, Emerging Markets, Structured Emerging Markets, Tax-
Efficient Structured Emerging Markets, International Developed, International
Growth, Precious Metals and Balanced Funds limit their investments in foreign
bank obligations to obligations of foreign banks (including United States
branches of foreign banks) which at the time of investment (i) have more than
$10 billion, or the equivalent in other currencies, in total assets; (ii) are
among the 75 largest foreign banks in the world in terms of total assets; (iii)
have branches or agencies (limited purpose offices which do not offer all
banking services) in the United States; and (iv) in the opinion of the relevant
Portfolio Manager, are of an investment quality comparable to obligations of
United States banks in which the Funds may invest. Subject to each Fund's
limitation on concentration of no more than 25% of its assets in the securities
of issuers in a particular industry, there is no limitation on the amount of a
Fund's assets which may be invested in obligations of foreign banks which meet
the conditions set forth above.
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Obligations of foreign banks involve certain risks associated with
investing in foreign securities described under "Foreign Securities" above,
including the possibilities that their liquidity could be impaired because of
future political and economic developments, that their obligations may be less
marketable than comparable obligations of United States banks, that a foreign
jurisdiction might impose withholding taxes on interest income payable on those
obligations, that foreign deposits may be seized or nationalized, that foreign
governmental restrictions such as exchange controls may be adopted which might
adversely affect the payment of principal and interest on those obligations and
that the selection of those obligations may be more difficult because there may
be less publicly available information concerning foreign banks or the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
United States banks. Foreign banks are not generally subject to examination by
any U.S. Government agency or instrumentality.
COMMERCIAL PAPER
All Funds may invest in commercial paper. Commercial paper represents
short-term unsecured promissory notes issued in bearer form by banks or bank
holding companies, corporations and finance companies. The commercial paper
purchased by the Funds consists of U.S. dollar-denominated obligations of
domestic issuers, or, additionally for the Renaissance, Growth, Target, Core
Equity, Mid-Cap Equity, Opportunity, Innovation, Emerging Markets, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets, International,
International Developed and International Growth, Precious Metals and Balanced
Funds, foreign currency-denominated obligations of domestic or foreign issuers
which, at the time of investment, are (i) rated "P-1" or "P-2" by Moody's or "A-
1" or "A-2" or better by S&P, (ii) issued or guaranteed as to principal and
interest by issuers or guarantors having an existing debt security rating of "A"
or better by Moody's or "A" or better by S&P, or (iii) securities which, if not
rated, are, in the opinion of the Portfolio Manager, of an investment quality
comparable to rated commercial paper in which the Fund may invest. The rate of
return on commercial paper may be linked or indexed to the level of exchange
rates between the U.S. dollar and a foreign currency or currencies.
DERIVATIVE INSTRUMENTS
The following describes certain derivative instruments and products in
which the Funds may invest (to the extent described in the Prospectuses and
under "Investment Restrictions" below) and risks associated therewith.
The Funds might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. Also, suitable
derivative and/or hedging transactions may not be available in all circumstances
and there can be no assurance that a Fund will be able to identify or employ a
desirable derivative and/or hedging transaction at any time or from time to
time.
OPTIONS ON SECURITIES AND INDEXES. A Fund may, to the extent specified for
the Fund in the Prospectuses and under "Investment Restrictions" below, purchase
and sell both put and call options on fixed income or other securities or
indexes in standardized contracts traded on foreign or domestic securities
exchanges, boards of trade, or similar entities, or quoted on National
Association of Securities Dealers Automated Quotations ("NASDAQ") or on a
regulated foreign over-the-counter market, and agreements, sometimes called cash
puts, which may accompany the purchase of a new issue of bonds from a dealer.
An option on a security (or index) is a contract that gives the holder of
the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option. The writer of an option on a
security has the obligation upon exercise of the option to deliver the
underlying security upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying security. Upon exercise, the writer of an
option on an index is obligated to pay the difference between the cash value of
the index and the exercise price multiplied by the specified multiplier for the
index option. (An index is designed to reflect features of a particular
financial or securities market, a specific group of financial instruments or
securities, or certain economic indicators.)
A Fund will write call options and put options only if they are "covered."
In the case of a call option on a security, the option is "covered" if the Fund
owns the security underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or, if additional
cash consideration is required, cash or other assets determined to be liquid by
the Portfolio Manager in accordance with procedures established by
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the Board of Trustees in such amount are segregated upon conversion or exchange
of other securities held by the Fund. For a call option on an index, the option
is covered if the Fund segregates assets determined to be liquid by the Adviser
or a Portfolio Manager in accordance with procedures established by the Board of
Trustees in an amount equal to the contract value of the index. A call option is
also covered if the Fund holds a call on the same security or index as the call
written where the exercise price of the call held is (i) equal to or less than
the exercise price of the call written, or (ii) greater than the exercise price
of the call written, provided the difference is segregated by the Fund in assets
determined to be liquid by the Adviser or a Portfolio Manager in accordance with
procedures established by the Board of Trustees. A put option on a security or
an index is "covered" if the Fund segregates assets determined to be liquid by
the Adviser or a Portfolio Manager in accordance with procedures established by
the Board of Trustees equal to the exercise price. A put option is also covered
if the Fund holds a put on the same security or index as the put written where
the exercise price of the put held is (i) equal to or greater than the exercise
price of the put written, or (ii) less than the exercise price of the put
written, provided the difference is segregated by the Fund in assets determined
to be liquid by the Adviser or a Portfolio Manager in accordance with procedures
established by the Board of Trustees.
If an option written by a Fund expires unexercised, the Fund realizes a
capital gain equal to the premium received at the time the option was written.
If an option purchased by a Fund expires unexercised, the Fund realizes a
capital loss equal to the premium paid. Prior to the earlier of exercise or
expiration, an exchange-traded option may be closed out by an offsetting
purchase or sale of an option of the same series (type, exchange, underlying
security or index, exercise price, and expiration). There can be no assurance,
however, that a closing purchase or sale transaction can be effected when the
Fund desires.
A Fund will realize a capital gain from a closing purchase transaction if
the cost of the closing option is less than the premium received from writing
the option, or, if it is more, the Fund will realize a capital loss. If the
premium received from a closing sale transaction is more than the premium paid
to purchase the option, the Fund will realize a capital gain or, if it is less,
the Fund will realize a capital loss. The principal factors affecting the market
value of a put or a call option include supply and demand, interest rates, the
current market price of the underlying security or index in relation to the
exercise price of the option, the volatility of the underlying security or
index, and the time remaining until the expiration date.
The premium paid for a put or call option purchased by a Fund is an asset
of the Fund. The premium received for an option written by a Fund is recorded
as a deferred credit. The value of an option purchased or written is marked to
market daily and is valued at the closing price on the exchange on which it is
traded or, if not traded on an exchange or no closing price is available, at the
mean between the last bid and asked prices.
OTC OPTIONS. The Renaissance, Growth, Target, Opportunity, Innovation,
International, International Growth and Precious Metals may enter into over-the-
counter ("OTC") options transactions only with primary dealers in U.S.
Government securities and only pursuant to agreements that will assure that the
relevant Fund will at all times have the right to repurchase the option written
by it from the dealer at a specified formula price. The Funds will treat the
amount by which such formula price exceeds the intrinsic value of the option
(i.e., the amount, if any, by which the market price of the underlying security
exceeds the exercise price of the option) as an illiquid investment.
RISKS ASSOCIATED WITH OPTIONS ON SECURITIES AND INDEXES. There are several
risks associated with transactions in options on securities and on indexes. For
example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives. A decision as to
whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.
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There can be no assurance that a liquid market will exist when a Fund seeks
to close out an option position. If a Fund were unable to close out an option
that it had purchased on a security, it would have to exercise the option in
order to realize any profit or the option may expire worthless. If a Fund were
unable to close out a covered call option that it had written on a security, it
would not be able to sell the underlying security unless the option expired
without exercise. As the writer of a covered call option, a Fund forgoes,
during the option's life, the opportunity to profit from increases in the market
value of the security covering the call option above the sum of the premium and
the exercise price of the call.
If trading were suspended in an option purchased by a Fund, the Fund would
not be able to close out the option. If restrictions on exercise were imposed,
the Fund might be unable to exercise an option it has purchased. Except to the
extent that a call option on an index written by the Fund is covered by an
option on the same index purchased by the Fund, movements in the index may
result in a loss to the Fund; however, such losses may be mitigated by changes
in the value of the Fund's securities during the period the option was
outstanding.
FOREIGN CURRENCY OPTIONS. Each of the Funds that may buy or sell foreign
currencies may buy or sell put and call options on foreign currencies either on
exchanges or in the over-the-counter market. A put option on a foreign currency
gives the purchaser of the option the right to sell a foreign currency at the
exercise price until the option expires. A call option on a foreign currency
gives the purchaser of the option the right to purchase the currency at the
exercise price until the option expires. Currency options traded on U.S. or
other exchanges may be subject to position limits which may limit the ability of
a Fund to reduce foreign currency risk using such options.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A Fund may use
interest rate, foreign currency or index futures contracts, as specified in the
Prospectuses. An interest rate, foreign currency or index futures contract
provides for the future sale by one party and purchase by another party of a
specified quantity of a financial instru ment, foreign currency or the cash
value of an index at a specified price and time.
For instance, futures contract on a securities index (an "Index Future") is
an agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to the difference between the value of a securities index
("Index") at the close of the last trading day of the contract and the price at
which the index contract was originally written. Although the value of an Index
might be a function of the value of certain specified securities, no physical
delivery of these securities is made. A unit is the value of the relevant Index
from time to time. Entering into a contract to buy units is commonly referred
to as buying or purchasing a contract or holding a long position in an Index.
Index Futures contracts can be traded through all major commodity brokers. A
Fund's purchase and sale of Index Futures is limited to contracts and exchanges
which have been approved by the CFTC. A Fund will ordinarily be able to close
open positions on the futures exchange on which Index Futures are then traded at
any time up to and including the expiration day. As described below, a Fund
will be required to segregate initial margin in the name of the futures broker
upon entering into an Index Future. Variation margin will be paid to and
received from the broker on a daily basis as the contracts are marked to market.
For example, when a Fund has purchased an Index Future and the price of the
relevant Index has risen, that position will have increased in value and the
Fund will receive from the broker a variation margin payment equal to that
increase in value. Conversely, when a Fund has purchased an Index Future and the
price of the relevant Index has declined, the position would be less valuable
and the Fund would be required to make a variation margin payment to the broker.
The following example illustrates generally the manner in which Index
Futures operate. The Standard & Poor's 100 Stock Index is composed of 100
selected common stocks, most of which are listed on the New York Stock Exchange.
The S&P 100 Index assigns relative weightings to the common stocks included in
the Index, and the Index fluctuates with changes in the market values of those
common stocks. In the case of the S&P 100 Index, contracts are to buy or sell
100 units. Thus, if the value of the S&P 100 Index were $180, one contract
would be worth $18,000 (100 units x $180). The Index Future specifies that no
delivery of the actual stocks making up the Index will take place. Instead,
settlement in cash must occur upon the termination of the contract, with the
settlement being the difference between the contract price and the actual level
of the Index at the expiration of the
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contract. For example, if a Fund enters into a futures contract to buy 100 units
of the S&P 100 Index at a specified future date at a contract price of $180 and
the S&P 100 Index is at $184 on that future date, the Fund will gain $400 (100
units x gain of $4). If the Fund enters into a futures contract to sell 100
units of the Index at a specified future date at a contract price of $180 and
the S&P 100 Index is at $182 on that future date, the Fund will lose $200 (100
units x loss of $2).
A public market exists in futures contracts covering a number of Indexes as
well as financial instruments and foreign currencies, including but not limited
to: the S&P 500; the S&P Midcap 400; the Nikkei 225; the NYSE composite; U.S.
Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S.
Treasury bills; 90-day commercial paper; bank certificates of deposit;
Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar;
the British pound; the German mark; the Japanese yen; the French franc; the
Swiss franc; the Mexican peso; and certain multinational currencies, such as the
European Currency Unit ("ECU"). It is expected that other futures contracts in
which the Funds may invest will be developed and traded in the future.
Certain Funds may purchase and write call and put futures options. Futures
options possess many of the same characteristics as options on securities and
indexes (discussed above). A futures option gives the holder the right, in
return for the premium paid, to assume a long position (call) or short position
(put) in a futures contract at a specified exercise price at any time during the
period of the option. Upon exercise of a call option, the holder acquires a
long position in the futures contract and the writer is assigned the opposite
short position. In the case of a put option, the holder acquires a short
position and the writer is assigned the opposite long position.
A Fund will only enter into futures contracts and futures options which are
standardized and traded on a U.S. or foreign exchange, board of trade, or
similar entity, or in the case of futures options, for which an established
over-the-counter market exists.
When a purchase or sale of a futures contract is made by a Fund, the Fund
is required to segregate a specified amount of assets determined to be liquid by
the Adviser or a Portfolio Manager in accordance with procedures established by
the Board of Trustees ("initial margin"). The margin required for a futures
contract is set by the exchange on which the contract is traded and may be
modified during the term of the contract. Margin requirements on foreign
exchanges may be different than U.S. exchanges. The initial margin is in the
nature of a performance bond or good faith deposit on the futures contract which
is returned to the Fund upon termination of the contract, assuming all
contractual obligations have been satisfied. Each Fund expects to earn interest
income on its initial margin deposits. A futures contract held by a Fund is
valued daily at the official settlement price of the exchange on which it is
traded. Each day the Fund pays or receives cash, called "variation margin,"
equal to the daily change in value of the futures contract. This process is
known as "marking to market." Variation margin does not represent a borrowing or
loan by a Fund but is instead a settlement between the Fund and the broker of
the amount one would owe the other if the futures contract expired. In computing
daily net asset value, each Fund will mark to market its open futures positions.
A Fund is also required to deposit and maintain margin with respect to put
and call options on futures contracts written by it. Such margin deposits will
vary depending on the nature of the underlying futures contract (and the related
initial margin requirements), the current market value of the option, and other
futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the
underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (i.e.,
with the same exchange, underlying security or index, and delivery month). If
an offsetting purchase price is less than the original sale price, the Fund
realizes a capital gain, or if it is more, the Fund realizes a capital loss.
Conversely, if an offsetting sale price is more than the original purchase
price, the Fund realizes a capital gain, or if it is less, the Fund realizes a
capital loss. Any transaction costs must also be included in these
calculations.
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LIMITATIONS ON USE OF FUTURES AND FUTURES OPTIONS. The Funds may enter
into positions in futures contracts and related options for "bona fide hedging"
purposes. In addition, certain Funds may utilize futures contracts for
investment purposes. For instance, the Emerging Markets, International
Developed, International, International Growth, Structured Emerging Markets and
Tax-Efficient Structured Emerging Markets Funds may invest to a significant
degree in Index Futures on stock indexes and related options (including those
which may trade outside of the United States) as an alternative to purchasing
individual stocks in order to adjust their exposure to a particular market.
With respect to positions in futures and related options that do not constitute
bona fide hedging positions, a Fund will not enter into a futures contract or
futures option contract if, immediately thereafter, the aggregate initial margin
deposits relating to such positions plus premiums paid by it for open futures
option positions, less the amount by which any such options are "in-the-money,"
would exceed 5% of the Fund's net assets. A call option is "in-the-money" if
the value of the futures contract that is the subject of the option exceeds the
exercise price. A put option is "in-the-money" if the exercise price exceeds
the value of the futures contract that is the subject of the option.
When purchasing a futures contract, a Fund will segregate (and mark-to-
market on a daily basis) assets determined to be liquid by the Adviser or a
Portfolio Manager in accordance with procedures established by the Board of
Trustees that, when added to the amounts deposited with a futures commission
merchant as margin, are equal to the total market value of the futures contract.
Alternatively, the Fund may "cover" its position by purchasing a put option on
the same futures contract with a strike price as high or higher than the price
of the contract held by the Fund.
When selling a futures contract, a Fund will segregate (and mark-to-market
on a daily basis) assets determined to be liquid by the Adviser or a Portfolio
Manager in accordance with procedures established by the Board of Trustees that
are equal to the market value of the instruments underlying the contract.
Alternatively, the Fund may "cover" its position by owning the instruments
underlying the contract (or, in the case of an Index Future, a portfolio with a
volatility substantially similar to that of the Index on which the futures
contract is based), or by holding a call option permitting the Fund to purchase
the same futures contract at a price no higher than the price of the contract
written by the Fund (or at a higher price if the difference is maintained in
liquid assets with the Trust's custodian).
When selling a call option on a futures contract, a Fund will segregate
(and mark-to-market on a daily basis) assets determined to be liquid by the
Adviser or a Portfolio Manager in accordance with procedures established by the
Board of Trustees that, when added to the amounts deposited with a futures
commission merchant as margin, equal the total market value of the futures
contract underlying the call option. Alternatively, the Fund may cover its
position by entering into a long position in the same futures contract at a
price no higher than the strike price of the call option, by owning the
instruments underlying the futures contract, or by holding a separate call
option permitting the Fund to purchase the same futures contract at a price not
higher than the strike price of the call option sold by the Fund.
When selling a put option on a futures contract, a Fund will segregate (and
mark-to-market on a daily basis) assets determined to be liquid by the Adviser
or a Portfolio Manager in accordance with procedures established by the Board of
Trustees that equal the purchase price of the futures contract, less any margin
on deposit. Alternatively, the Fund may cover the position either by entering
into a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund.
RISKS ASSOCIATED WITH FUTURES AND FUTURES OPTIONS. There are several risks
associated with the use of futures contracts and futures options as hedging
techniques. A purchase or sale of a futures contract may result in losses in
excess of the amount invested in the futures contract. Some of the risk may be
caused by an imperfect correlation between movements in the price of the futures
contract and the price of the security or other investment being hedged. The
hedge will not be fully effective where there is such imperfect correlation.
For example, if the
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price of the futures contract moves more than the price of the hedged security,
a Fund would experience either a loss or gain on the future which is not
completely offset by movements in the price of the hedged securities. In
addition, there are significant differences between the securities and futures
markets that could result in an imperfect correlation between the markets,
causing a given hedge not to achieve its objectives. The degree of imperfection
of correlation depends on circumstances such as variations in speculative market
demand for futures and futures options on securities, including technical
influences in futures trading and futures options, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. To compensate for imperfect
correlations, a Fund may purchase or sell futures contracts in a greater dollar
amount than the hedged securities if the volatility of the hedged securities is
historically greater than the volatility of the futures contracts. Conversely, a
Fund may purchase or sell fewer contracts if the volatility of the price of the
hedged securities is historically less than that of the futures contracts. The
risk of imperfect correlation generally tends to diminish as the maturity date
of the futures contract approaches. A decision as to whether, when and how to
hedge involves the exercise of skill and judgment, and even a well-conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected interest rate trends. Also, suitable hedging transactions may not be
available in all circumstances.
Futures exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For
example, futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a futures or a futures option position, and that Fund
would remain obligated to meet margin requirements until the position is closed.
In addition, many of the contracts discussed above are relatively new
instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.
ADDITIONAL RISKS OF OPTIONS ON SECURITIES, FUTURES CONTRACTS, OPTIONS ON
FUTURES CONTRACTS AND FORWARD CURRENCY EXCHANGE CONTRACTS AND OPTIONS THEREON.
Options on securities, futures contracts, options on futures contracts, and
options on currencies may be traded on foreign exchanges. Such transactions may
not be regulated as effectively as similar transactions in the United States;
may not involve a clearing mechanism and related guarantees; and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities. Some foreign exchanges may be principal markets so that no common
clearing facility exists and a trader may look only to the broker for
performance of the contract. The value of such positions also could be
adversely affected by (i) other complex foreign political, legal and economic
factors, (ii) lesser availability than in the United States of data on which to
make trading decisions, (iii) delays in the Trust's ability to act upon economic
events occurring in foreign markets during non-business hours in the United
States, (iv) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States, and (v) lesser
trading volume. In addition, unless a Fund hedges against fluctuations in the
exchange rate between the U.S. dollar and the currencies in which trading is
done on foreign exchanges, any profits that a Fund might realize in trading
could be eliminated by adverse changes in the exchange rate, or the Fund could
incur losses as a result of those changes.
SWAP AGREEMENTS. The Tax-Efficient Equity, Emerging Markets, Structured
Emerging Markets, Tax-Efficient Structured Emerging Markets and International
Developed Funds may enter into equity index swap agreements for purposes of
attempting to gain exposure to the stocks making up an index of securities in a
market without actually purchasing those stocks. The Balanced Fund may enter
into swap agreements to hedge against changes in interest rates, foreign
currency exchange rates or securities prices. Swap agreements are two-party
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contracts entered into primarily by institutional investors for periods ranging
from a few weeks to more than one year. In a standard "swap" transaction, two
parties agree to exchange the returns (or differentials in rates of return)
earned or realized on particular predetermined investments or instruments. The
gross returns to be exchanged or "swapped" between the parties are calculated
with respect to a "notional amount," i.e., the return on or increase in value of
a particular dollar amount invested in a "basket" of securities representing a
particular index.
Most swap agreements entered into by the Funds calculate the obligations of
the parties to the agreement on a "net basis." Consequently, a Fund's current
obligations (or rights) under a swap agreement will generally be equal only to
the net amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement (the "net amount").
A Fund's current obligations under a swap agreement will be accrued daily
(offset against any amounts owing to the Fund) and any accrued but unpaid net
amounts owed to a swap counter party will be covered by segregating assets
determined to be liquid by the Adviser or a Portfolio Manager in accordance with
procedures established by the Board of Trustees, to avoid any potential
leveraging of the Fund's portfolio. Obligations under swap agreements so covered
will not be construed to be "senior securities" for purposes of a Fund's
investment restriction concerning senior securities. A Fund will not enter into
a swap agreement with any single party if the net amount owed or to be received
under existing contracts with that party would exceed 5% of the Fund's assets.
Whether a Fund's use of swap agreements will be successful in furthering
its investment objective will depend on the Portfolio Manager's ability to
predict correctly whether certain types of investments are likely to produce
greater returns than other investments. Because they are two party contracts
and because they may have terms of greater than seven days, swap agreements may
be considered to be illiquid. Moreover, a Fund bears the risk of loss of the
amount expected to be received under a swap agreement in the event of the
default or bankruptcy of a swap agreement counterparty. The Funds will enter
into swap agreements only with counter parties that meet certain standards of
creditworthiness (generally, such counter parties would have to be eligible
counter parties under the terms of the Funds' repurchase agreement guidelines).
The swaps market is a relatively new market and is largely unregulated. It is
possible that developments in the swaps market, including potential government
regulation, could adversely affect a Fund's ability to terminate existing swap
agreements or to realize amounts to be received under such agreements.
WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT TRANSACTIONS
A Fund may purchase or sell securities on a when-issued or delayed delivery
basis. These transactions involve a commitment by the Fund to purchase or sell
securities for a predetermined price or yield, with payment and delivery taking
place more than seven days in the future, or after a period longer than the
customary settlement period for that type of security. When delayed delivery
purchases are outstanding, the Fund will segregate until the settlement date
assets determined to be liquid by the Adviser or a Portfolio Manager in
accordance with procedures established by the Board of Trustees in an amount
sufficient to meet the purchase price. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery of
the securities is made, although a Fund may earn income on segregated
securities. When purchasing a security on a delayed delivery basis, the Fund
assumes the rights and risks of ownership of the security, including the risk of
price and yield fluctuations, and takes such fluctuations into account when
determining its net asset value. Because a Fund is not required to pay for the
security until the delivery date, these risks are in addition to the risks
associated with the Fund's other investments. If the Fund remains substantially
fully invested at a time when delayed delivery purchases are outstanding, the
delayed delivery purchases may result in a form of leverage. When the Fund has
sold a security on a delayed delivery basis, the Fund does not participate in
future gains or losses with respect to the security. If the other party to a
delayed delivery transaction fails to deliver or pay for the securities, the
Fund could miss a favorable price or yield opportunity or could suffer a loss. A
Fund may dispose of or renegotiate a delayed delivery transaction after it is
entered into, and may sell when-issued securities before they are delivered,
which may result in a capital gain or loss. There is no percentage limitation on
the extent to which the Funds may purchase or sell securities on a delayed
delivery basis.
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Each Fund may make contracts to purchase securities for a fixed price at a
future date beyond customary settlement time ("forward commitments") if the Fund
either (i) segregates until the settlement date assets determined to be liquid
by the Adviser or a Portfolio Manager in accordance with procedures established
by the Board of Trustees in an amount sufficient to meet the purchase price or
(ii) enters into an offsetting contract for the forward sale of securities of
equal value that it owns. Certain Funds may enter into forward commitments for
the purchase or sale of foreign currencies. Forward commitments may be
considered securities in themselves. They involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date, which risk
is in addition to the risk of decline in value of the Fund's other assets. A
Fund may dispose of a commitment prior to settlement and may realize short-term
profits or losses upon such disposition.
WARRANTS TO PURCHASE SECURITIES
Certain Funds may invest in warrants to purchase equity or fixed income
securities. Bonds with warrants attached to purchase equity securities have
many characteristics of convertible bonds and their prices may, to some degree,
reflect the performance of the underlying stock. Bonds also may be issued with
warrants attached to purchase additional fixed income securities at the same
coupon rate. A decline in interest rates would permit a Fund to buy additional
bonds at the favorable rate or to sell the warrants at a profit. If interest
rates rise, the warrants would generally expire with no value.
METAL-INDEXED NOTES AND PRECIOUS METALS
The Precious Metals Fund may invest in notes, the principal amount or
redemption price of which is indexed to, and thus varies directly with, changes
in the market price of gold bullion or other precious metals ("Metal-Indexed
Notes"). It is expected that the value of Metal-Indexed Notes will be as
volatile as the price of the underlying metal.
The Precious Metals Fund will only purchase Metal-Indexed Notes which are
rated investment grade or are issued by issuers that have outstanding debt
obligations rated investment grade or commercial paper rated in the top rating
category by any NRSRO, or Metal-Indexed Notes issued by issuers that the
Portfolio Manager has determined to be of similar creditworthiness. Debt
obligations rated in the fourth highest rating category by an NRSRO are
considered to have some speculative characteristics. The Metal-Indexed Notes
might be backed by a bank letter of credit, performance bond or might be
otherwise secured, and any such security, which would be held by the Fund's
custodian, would be taken into account in determining the creditworthiness of
the securities. The Precious Metals Fund might purchase unsecured Metal-Indexed
Notes if the issuer thereof met the Fund's credit standards without any such
security. While the principal amount or redemption price of Metal-Indexed Notes
would vary with the price of the resource, such securities would not be secured
by a pledge of the resource or any other security interest in or claim on the
resource. In the case of Metal-Indexed Notes not backed by a performance bond,
letter of credit or similar security, it is expected that such securities
generally would not be secured by any other specific assets.
The Precious Metals Fund anticipates that if Metal-Indexed senior
securities were to be purchased, such securities would be issued by precious
metals or commodity brokers or dealers, by mining companies, by commercial banks
or by other financial institutions. Such issuers would issue notes to hedge
their inventories and reserves of the resource, or to borrow money at a
relatively low cost (which would include the nominal rate of interest paid on
Metal-Indexed Notes, described below, and the cost of hedging the issuer's
metals exposure). The Precious Metals Fund would not purchase a Metal-Indexed
Note issued by a broker or dealer if as a result of such purchase more than 5%
of the value of the Fund's total assets would be invested in securities of such
issuer. The Precious Metals Fund might purchase Metal-Indexed Notes from
brokers or dealers which are not also securities brokers or dealers. Precious
metals or commodity brokers or dealers are not subject to supervision or
regulation by any governmental authority or self-regulatory organization in
connection with the issuance of Metal-Indexed Notes.
Until fairly recently, there were no Metal-Indexed Notes outstanding and
consequently there is no secondary trading market for such securities. Although
a limited secondary market might develop among institutional traders,
25
<PAGE>
there is no assurance that such a market will develop. No public market is
expected to develop, since the Precious Metals Fund expects that Metal-Indexed
Notes will not be registered under the 1933 Act, and therefore disposition of
such securities, other than to the issuer thereof (as described below), would be
dependent upon the availability of an exemption from such registration.
Any Metal-Indexed Notes which the Precious Metals Fund might purchase
generally will have maturities of one year or less. Such notes, however, will
be subject to being called for redemption by the issuer on relatively short
notice. In addition, it is expected that the Metal-Indexed Notes will be
subject to being put by the Precious Metals Fund to the issuer or to a stand-by
broker meeting the credit standards set forth above, with payments being
received by the Precious Metals Fund on no more than seven days' notice. A
stand-by broker might be a securities broker-dealer, in which case the Precious
Metals Fund's investment will be limited by applicable regulations of the
Securities and Exchange Commission (the "SEC"). The put feature of the Metal-
Indexed Notes will ensure liquidity even in the absence of a secondary trading
market. The securities will be repurchased upon exercise of the holder's put at
the specified exercise price, less repurchase fees, if any, which are not
expected to exceed 1% of the redemption or repurchase proceeds. Depending upon
the terms of particular Metal-Indexed Notes, there might be a period as long as
five days between the date upon which the Precious Metals Fund notifies the
issuer of the exercise of the put and determination of the sale price.
It is expected that any Metal-Indexed Notes which the Precious Metals Fund
might purchase will bear interest or pay preferred dividends at relatively
nominal rates under 2% per annum. The Precious Metals Fund's holdings of such
senior securities therefore would not generate appreciable current income, and
the return from such senior securities would be primarily from any profit on the
sale or maturity thereof at a time when the price of the relevant precious metal
is higher than it was when the senior securities were purchased.
REPURCHASE AGREEMENTS
Each of the Funds may enter into repurchase agreements with domestic
commercial banks or registered broker/dealers. A repurchase agreement is a
contract under which a Fund would acquire a security for a relatively short
period (usually not more than one week) subject to the obligation of the seller
to repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). In the case of repurchase
agreements with broker-dealers, the value of the underlying securities (or
collateral) will be at least equal at all times to the total amount of the
repurchase obligation, including the interest factor. The Fund bears a risk of
loss in the event that the other party to a repurchase agreement defaults on its
obligations and the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities. The Adviser and the Portfolio Managers,
as appropriate, will monitor the creditworthiness of the counter parties.
SECURITIES LOANS
Subject to certain conditions described in the Prospectuses, each of the
Equity Income, Value, Tax-Efficient Equity, Enhanced Equity, Value 25, Capital
Appreciation, Mid-Cap Growth, Small-Cap Value, Small-Cap Growth, Core Equity,
Mid-Cap Equity, Target, Micro-Cap Growth, International Developed, Emerging
Markets, Structured Emerging Markets, Tax-Efficient Structured Emerging Markets
and Balanced Funds may make secured loans of its portfolio securities amounting
to no more than 331/3% of its total assets, and each of the Renaissance, Growth,
Opportunity, Innovation, International, International Growth and Precious Metals
Funds may make such loans amounting to no more than 25% of its total assets.
The risks in lending portfolio securities, as with other extensions of credit,
consist of possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. However, such
loans will be made only to broker-dealers that are believed by the Adviser or
the Portfolio Managers to be of relatively high credit standing. Securities
loans are made to broker-dealers pursuant to agreements requiring that loans be
continuously secured by collateral at least equal at all times to the market
value of the securities lent. The borrower pays to the lending Fund an amount
equal to any dividends or interest received on the securities lent. The Fund
may invest only the cash collateral received in interest-bearing, short-term
securities or receive a fee from the borrower. In the case of cash collateral,
the Fund typically pays a
26
<PAGE>
rebate to the lender. Although voting rights or rights to consent with respect
to the loaned securities pass to the borrower, the Fund retains the right to
call the loans at any time on reasonable notice, and it will do so in order that
the securities may be voted by the Fund if the holders of such securities are
asked to vote upon or consent to matters materially affecting the investment.
The Fund may also call such loans in order to sell the securities involved.
Investment Strategies of the Portfolios - Incorporation by ReferencE
The 90/10 Portfolio, 60/40 Portfolio and 30/70 Portfolio invest all of
their assets in Underlying PIMCO Funds, which include certain Funds of the Trust
and series of PIMS as specified in the Retail Portfolio Prospectus. By investing
in Underlying PIMCO Funds, the Portfolios may be subject to some or all of the
risks associated with the securities, instruments and techniques utilized by the
Funds described above. They may also be subject to additional risks associated
with other securities, instruments and techniques utilized by Underlying Funds
which are series of PIMS. The PIMS series and their attendant risks as
described in the current PIMS prospectus for Institutional Class and
Administrative Class shares and PIMS statement of additional information, which
are included in the PIMS registration statement (File Nos. 033-12113 and 811-
5028) on file with the Securities and Exchange Commission. The current PIMS
prospectus and statement of additional are each on file with the Securities and
Exchange Commission and are incorporated in this document by reference. The
PIMS documents may also be obtained free of charge by calling PIMCO Funds
Distributors LLC at 1-800-426-0107.
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental policies of the
Renaissance, Growth, Target, Opportunity, Innovation, International,
International Growth and Precious Metals Funds and may not be changed with
respect to any such Fund without shareholder approval by vote of a majority of
the outstanding voting securities of that Fund. Under these restrictions, none
----
of the above-mentioned Funds may:
(1) borrow money in excess of 10% of the value (taken at the lower of cost
or current value) of such Fund's total assets (not including the amount
borrowed) at the time the borrowing is made, and then only from banks as a
temporary measure to facilitate the meeting of redemption requests (not for
leverage) which might otherwise require the untimely disposition of portfolio
investments or for extraordinary or emergency purposes. Such borrowings will be
repaid before any additional investments are purchased;
(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, except that the Precious Metals Fund may purchase or sell
agricultural land;
27
<PAGE>
(5) acquire more than 10% of the voting securities of any issuer, both
with respect to any such Fund and to the Funds to which this policy relates, in
the aggregate; or
(6) concentrate more than 25% of the value of its total assets in any one
industry; except that the Precious Metals Fund will concentrate more than 25% of
its total assets in securities of companies principally engaged in the
extraction, processing, distribution or marketing of precious metals, and the
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 each of the above-referenced Funds and the Tax-
Efficient Equity, Value 25 and Tax-Efficient Structured Emerging Markets Funds
is non-fundamental and may be changed with respect to each such Fund by the
Trustees without shareholder approval.
The investment restrictions set forth below are fundamental policies of
each of the Equity Income, Value, Tax-Efficient Equity, Enhanced Equity, Value
25, Capital Appreciation, Mid-Cap Growth, Small-Cap Value, Small-Cap Growth,
Core Equity, Mid-Cap Equity, Micro-Cap Growth, International Developed, Emerging
Markets, Tax-Efficient Structured Emerging Markets, Structured Emerging Markets
and Balanced Funds, and may not be changed with respect to any such Fund without
shareholder approval by vote of a majority of the outstanding shares of that
Fund. The investment objective of each of these Funds (with the exception of
the Tax-Efficient Equity, Value 25 and Tax-Efficient Structured Emerging Markets
Funds) is also fundamental and may not be changed without such shareholder
approval. Under the following restrictions, none of the above-mentioned Funds
----
may:
(1) invest in a security if, as a result of such investment, more than 25%
of its total assets (taken at market value at the time of such investment) would
be invested in the securities of issuers in any particular industry, except that
this restriction does not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities (or repurchase agreements with
respect thereto);
(2) with respect to 75% of its assets, invest in a security if, as a
result of such investment, more than 5% of its total assets (taken at market
value at the time of such investment) would be invested in the securities of any
one issuer, except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities;
(3) with respect to 75% of its assets, invest in a security if, as a
result of such investment, it would hold more than 10% (taken at the time of
such investment) of the outstanding voting securities of any one issuer, except
that this restriction does not apply to securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities;
(4) purchase or sell real estate, although it may purchase securities
secured by real estate or interests therein, or securities issued by companies
in the real estate industry or which invest in real estate or interests therein;
(5) purchase or sell commodities or commodities contracts (which, for the
purpose of this restriction, shall not include foreign currency or forward
foreign currency contracts or swap agreements), except that any such Fund may
engage in interest rate futures contracts, stock index futures contracts,
futures contracts based on other financial instruments or one or more groups of
instruments, and on options on such futures contracts;
(6) purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases and sales of portfolio securities, but it
may make margin deposits in connection with transactions in options, futures,
and options on futures, and except that effecting short sales will be deemed not
to constitute a margin purchase for purposes of this restriction;
(7) borrow money, or pledge, mortgage or hypothecate its assets, except
that a Fund may (i) borrow from banks or enter into reverse repurchase
agreements, or employ similar investment techniques, and pledge its assets in
connection therewith, but only if immediately after each borrowing and
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<PAGE>
continuing thereafter, there is asset coverage of 300% and (ii) enter into
reverse repurchase agreements and transactions in options, futures, options on
futures, and forward foreign currency contracts as described in the Prospectuses
and in this Statement of Additional Information (the deposit of assets in escrow
in connection with the writing of covered put and call options and the purchase
of securities on a when-issued or delayed delivery basis and collateral
arrangements with respect to initial or variation margin deposits for futures
contracts, options on futures contracts, and forward foreign currency contracts
will not be deemed to be pledges of such Fund's assets);
(8) issue senior securities, except insofar as such Fund may be deemed to
have issued a senior security by reason of borrowing money in accordance with
the Fund's borrowing policies, and except for purposes of this investment
restriction, collateral, escrow, or margin or other deposits with respect to the
making of short sales, the purchase or sale of futures contracts or related
options, purchase or sale of forward foreign currency contracts, and the writing
of options on securities are not deemed to be an issuance of a senior security;
(9) lend any funds or other assets, except that such Fund may, consistent
with its investment objective and policies: (a) invest in debt obligations,
including bonds, debentures, or other debt securities, bankers' acceptances and
commercial paper, even though the purchase of such obligations may be deemed to
be the making of loans, (b) enter into repurchase agreements and reverse
repurchase agreements, and (c) lend its portfolio securities in an amount not to
exceed one-third of the value of its total assets, provided such loans are made
in accordance with applicable guidelines established by the SEC and the Trustees
of the Trust; or
(10) act as an underwriter of securities of other issuers, except to the
extent that in connection with the disposition of portfolio securities, it may
be deemed to be an underwriter under the federal securities laws.
Notwithstanding the provisions of fundamental investment restrictions (7)
and (8) above, a Fund may borrow money for temporary administrative purposes.
To the extent that borrowings for temporary administrative purposes exceed 5% of
the total assets of a Fund, such excess shall be subject to the 300% asset
coverage requirement of fundamental investment restriction (7).
The investment restrictions set forth below are fundamental policies of the
90/10 Portfolio, the 60/40 Portfolio and the 30/70 Portfolio and may not be
changed with respect to any such Portfolio without shareholder approval by vote
of a majority of the outstanding voting securities of that Portfolio. Under
these restrictions, a Portfolio may not:
(1) invest in a security if, as a result of such investment, more than 25%
of its total assets (taken at market value at the time of such investment) would
be invested in the securities of issuers in any particular industry, except that
this restriction does not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities (or repurchase agreements with
respect thereto) or securities issued by any investment company;
(2) purchase securities of any issuer unless such purchase is consistent
with the maintenance of the Portfolio's status as a diversified company under
the Investment Company Act of 1940, as amended;
(3) purchase or sell real estate, although it may purchase securities
secured by real estate or interests therein, or securities issued by companies
in the real estate industry or which invest in real estate or interests
therein;
(4) purchase or sell commodities or commodities contracts (which, for the
purpose of this restriction, shall not include foreign currency or forward
foreign currency contracts or swap agreements), except that any such Portfolio
may engage in interest rate futures contracts, stock index futures contracts,
futures contracts based on other financial instruments or one or more groups of
instruments, and on options on such futures contracts;
29
<PAGE>
(5) borrow money, or pledge, mortgage or hypothecate its assets, except
that a Portfolio may (i) borrow from banks or enter into reverse repurchase
agreements, or employ similar investment techniques, and pledge its assets in
connection therewith, but only if immediately after each borrowing and
continuing thereafter, there is asset coverage of 300% and (ii) enter into
reverse repurchase agreements and transactions in options, futures, options on
futures, and forward foreign currency contracts to the extent described in the
then current Prospectus(es) for the Portfolio and in this Statement of
Additional Information (the deposit of assets in escrow in connection with the
writing of covered put and call options and the purchase of securities on a
when-issued or delayed delivery basis and collateral arrangements with respect
to initial or variation margin deposits for futures contracts, options on
futures contracts, and forward foreign currency contracts will not be deemed to
be pledges of such Portfolio's assets);
(6) issue senior securities, except insofar as such Portfolio may be
deemed to have issued a senior security by reason of borrowing money in
accordance with the Portfolio's borrowing policies, and except for purposes of
this investment restriction, collateral, escrow, or margin or other deposits
with respect to the making of short sales, the purchase or sale of futures
contracts or related options, purchase or sale of forward foreign currency
contracts, and the writing of options on securities are not deemed to be an
issuance of a senior security;
(7) lend any funds or other assets, except that such Portfolio may,
consistent with its investment objective and policies: (a) invest in debt
obligations, including bonds, debentures, or other debt securities, bankers'
acceptances and commercial paper, even though the purchase of such obligations
may be deemed to be the making of loans, (b) enter into repurchase agreements
and reverse repurchase agreements, and (c) lend its portfolio securities in an
amount not to exceed one-third of the value of its total assets, provided such
loans are made in accordance with applicable guidelines established by the
Securities and Exchange Commission and the Trustees of the Trust; or
(8) act as an underwriter of securities of other issuers, except to the
extent that in connection with the disposition of portfolio securities, it may
be deemed to be an underwriter under the federal securities laws.
Notwithstanding the provisions of fundamental investment restrictions (5)
and (6) above, a Portfolio may borrow money for temporary administrative
purposes. To the extent that borrowings for temporary administrative purposes
exceed 5% of the total assets of a Portfolio, such excess shall be subject to
the 300% asset coverage requirement of fundamental investment restriction
(5).
Notwithstanding any other fundamental investment restriction or policy,
each Portfolio may invest some or all of its assets in a single registered open-
end investment company or a series thereof. Unless specified above, any
fundamental investment restriction or policy of any such registered open-end
investment company or series thereof shall not be considered a fundamental
investment restriction or policy of a Portfolio investing therein.
The investment objective of each of the Portfolios is non-fundamental and
may be changed with respect to each such Portfolio by the Trustees without
shareholder approval.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
Each Fund (but not any Portfolio) 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 above under
"Mortgage-Related and Asset-Backed Securities -- Stripped Mortgage -
30
<PAGE>
Backed Securities") if, as a result, more than 15% of a 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
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 a Fund
may purchase and sell financial futures contracts and related options and the
Precious Metals Fund may purchase and sell precious metals and other commodities
and futures thereon;
(5) with respect to the Renaissance, Growth, Target, Opportunity,
Innovation, International, International Growth and Precious Metals Funds, 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 the Renaissance, Growth, Target, Opportunity,
Innovation, International, International Growth and Precious Metals Funds, and
in each case with respect to 75% of such Fund's total assets, invest in
securities of any issuer if, immediately after such investment, more than 5% of
the total assets of such 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 relevant Fund;
(8) write (sell) or purchase options except that each 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) each 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 each Fund on all
outstanding options it has purchased do not exceed 5% of its total assets. Each
Fund may enter into closing sale transactions with respect to options it has
purchased;
(9) invest more than 15% of the net assets of a 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 Portfolio Manager'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 Portfolio Manager has determined to be liquid under
procedures approved by the Board of Trustees); or
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<PAGE>
(10) borrow money (excluding reverse repurchase agreements which are
subject to such Fund's fundamental borrowing restriction), except for temporary
administrative purposes.
The Trust has not adopted any non-fundamental investment restrictions or
policies for the 90/10 Portfolio, 60/40 Portfolio or 30/70 Portfolio.
Unless otherwise indicated, all limitations applicable to a Fund's or
Portfolio'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 a Fund's or Portfolio's assets invested in certain securities or
other instruments resulting from market fluctuations or other changes in a
Fund's or Portfolio's total assets will not require the Fund or Portfolio to
dispose of an investment until the Adviser or Portfolio Manager determines that
it is practicable to sell or close out the investment without undue market or
tax consequences to the Fund or Portfolio. In the event that ratings services
assign different ratings to the same security, the Adviser or Portfolio Manager
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 Prospectuses, 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, the Portfolio or the Trust, as the case may be,
or (2) 67% or more of the shares of the Fund, the Portfolio 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
The Trustees of the Trust, their ages, and a description of their principal
occupations during the past five years are listed below. Except as shown, each
Trustee's principal occupation and business experience for the last five years
have been with the employer(s) indicated, although in some cases the Trustee may
have held different positions with such employer(s).
<TABLE>
<CAPTION>
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NAME, ADDRESS AND AGE PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------------
<S> <C>
E. Philip Cannon Proprietor, Cannon & Company, an affiliate of Inverness Management
3838 Olympia LLC, a private equity investment firm. Formerly, Headmaster, St. John's
Houston, TX 77019 School, Houston, Texas, Trustee of PIMCO Advisors Funds ("PAF") and
Age 56 Cash Accumulation Trust ("CAT"), General Partner, J.B. Poindexter &
Co., Houston, Texas (private partnership), and Partner, Iberia Petroleum
Company (oil and gas production). Mr. Cannon was a director of WNS
Inc., a retailing company which filed a petition in bankruptcy within the last
five years.
- --------------------------------------------------------------------------------------------------------------
Donald P. Carter Formerly, Trustee of PAF and CAT, Chairman, Executive Vice President
434 Stable Lane and Director, Cunningham & Walsh, Inc., Chicago (advertising agency).
Lake Forest, IL 60045
Age 70
- --------------------------------------------------------------------------------------------------------------
Gary A. Childress Private investor. Formerly, Chairman and Director, Bellefonte Lime
11 Longview Terrace Company, Inc. Mr. Childress is a partner in GenLime, L.P., a private
Madison, CT 06443 limited partnership, which has filed a petition in bankruptcy within the last
Age 64 five years. Formerly, Trustee of PAF and CAT.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<S> <C>
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William D. Cvengros* Chairman of the Board of the Trust; Chief Executive Officer, President, and
800 Newport Center Drive member of the Management Board, PIMCO Advisors; President and Chief
Newport Beach, CA 92660 Executive Officer, Value Advisors LLC; Co-Chairman, The Emerging
Age 49 Markets Income Fund, Inc., The Emerging Markets Income Fund II, Inc.,
The Emerging Markets Floating Rate Fund, Inc., Global Partners Income
Fund, Inc., Municipal Partners Fund, Inc., and Municipal Partners Fund II,
Inc. Chairman and Director, PIMCO Advisors Funds plc, PIMCO Global Advisors
(Ireland) Limited. Formerly, Trustee of PAF and CAT, President of the Trust,
Director, Vice Chairman, and Chief Investment Officer, Pacific Life Insurance
Company ("Pacific Life") and Director, PIMCO Funds Distribution Company
(currently, PIMCO Funds Distributors LLC).
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Richard L. Nelson President, Nelson Financial Consultants; Director, Wynn's International,
8 Cherry Hills Lane Inc.; and Trustee, Pacific Select Fund. Formerly, Partner, Ernst & Young.
Newport Beach, CA 92660
Age 68
- --------------------------------------------------------------------------------------------------------
Lyman W. Porter Professor of Management at the University of California, Irvine; and
2639 Bamboo Street Trustee, Pacific Select Fund.
Newport Beach, CA 92660
Age 68
- --------------------------------------------------------------------------------------------------------
Alan Richards President, Alan Richards Consulting, Inc.; Chairman, IBIS Capital, LLC;
7381 Elegans Place Trustee, Pacific Select Fund; Director, Western National Corporation.
Carlsbad, CA 92009 Formerly, President, Chief Executive Officer and Director, E.F. Hutton
Age 68 Insurance Group, Inc.; Chairman of the Board, Chief Executive Officer and
President, E.F. Hutton Life Insurance Company; Director, E.F. Hutton &
Company, Inc.
- --------------------------------------------------------------------------------------------------------
Joel Segall Formerly, Trustee of PAF and CAT, President and University Professor,
11 Linden Shores Bernard M. Baruch College, The City University of New York; Deputy
Branford, CT 06405 Under Secretary for International Affairs, United States Department of
Age 75 Labor; Professor of Finance, University of Chicago; and Board of
Managers, Coffee, Sugar and Cocoa Exchange.
- --------------------------------------------------------------------------------------------------------
W. Bryant Stooks President, Bryant Investments, Ltd.; Director, American Agritec LLC; and
1530 E. Montebello Director, Valley Isle Excursions, Inc. Formerly, Trustee of PAF and CAT,
Phoenix, AZ 85014 President, Senior Vice President, Director and Chief Executive Officer,
Age 58 Archirodon Group Inc.; Partner, Arthur Andersen & Co.
- --------------------------------------------------------------------------------------------------------
Gerald M. Thorne Director, UPI Inc. and American Orthodontics Corp. Formerly, Trustee of
5 Leatherwood Lane PAF and CAT, Director, Kaytee, Inc., President and Director, Firstar
Savannah, GA 31414 National Bank of Milwaukee; Chairman, President and Director, Firstar
Age 60 National Bank of Sheboygan; Director, Bando-McGlocklin.
- --------------------------------------------------------------------------------------------------------
Stephen J. Treadway* President and Chief Executive Officer of the Trust; Executive Vice
2187 Atlantic Street President, PIMCO Advisors; Chairman and President, PIMCO Funds
Stamford, CT 06902 Distributors LLC ("PFDLLC"); President, The Emerging Markets Income
Age 51 Fund, Inc., The Emerging Markets Income Fund II, Inc., The Emerging
Markets Floating Rate Fund, Inc., Global Partners Income Fund, Inc.,
Municipal Partners Fund, Inc. and Municipal Partners Fund II, Inc.;
Executive Vice President, Value Advisors LLC; Chairman, Municipal
Advantage Fund, Inc. and The Central European Value Fund, Inc.
Formerly, Trustee, President and Chief Executive Officer of CAT;
Executive Vice President, Smith Barney Inc.
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Trustee is an "interested person" of the Trust (as defined in Section
2(a)(19) of the 1940 Act).
33
<PAGE>
OFFICERS
The chart below sets forth the name, address, age, position with the Trust,
and principal occupation during the past five years of each officer of the
Trust. Unless otherwise indicated, the business address of all persons listed
below is 840 Newport Center Drive, Suite 300, Newport Beach, California 92660:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
NAME, ADDRESS AND AGE POSITION(S) WITH THE PRINCIPAL OCCUPATION(S) DURING THE PAST
TRUST FIVE YEARS
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephen J. Treadway Trustee, President and Executive Vice President, PIMCO Advisors;
2187 Atlantic Street Chief Executive Officer Chairman and President, PFDLLC;
Stamford, CT 06902 Executive Vice President, Value Advisors
Age 51 LLC; Chairman, Municipal Advantage
Fund, Inc. and The Central European Value
Fund, Inc.; President, The Emerging
Markets Income Fund, Inc., The Emerging
Markets Income Fund II, Inc., The
Emerging Markets Floating Rate Fund, Inc.,
Global Partners Income Fund, Inc.,
Municipal Partners Fund, Inc. and Municipal
Partners Fund II, Inc. Formerly, Trustee,
President and Chief Executive Officer of
CAT; Executive Vice President, Smith
Barney Inc.
- ------------------------------------------------------------------------------------------------
R. Wesley Burns Executive Vice Trustee and President, PIMS; Executive
Age 39 President Vice President, Pacific Investment
Management Company ("Pacific Investment
Management"); Trustee and President,
PIMCO Variable Insurance Trust; Director
and President, PIMCO Commercial
Mortgage Securities Trust, Inc.; Director,
PIMCO Advisors Funds plc; and Director,
PIMCO Global Advisors (Ireland) Limited.
Formerly, Vice President, Pacific Investment
Management, PAF and CAT.
- ------------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
Newton B. Schott, Jr. Vice President and Executive Vice President, Chief
2187 Atlantic Street Secretary Administrative Officer, General Counsel and
Stamford, CT 06902 Secretary, PFDLLC; Senior Vice President,
Age 56 Value Advisors LLC; Executive Vice
President, The Emerging Markets Income
Fund, Inc., The Emerging Markets Income
Fund II, Inc., The Emerging Markets
Floating Rate Fund, Inc., The Central
European Value Fund, Inc., Global Partners
Income Fund, Inc., Municipal Advantage Fund,
Inc., Municipal Partners Fund, Inc. and
Municipal Partners Fund II, Inc. Formerly,
Vice President and Clerk of PAF and CAT,
Senior Vice President-Legal and Secretary,
PIMCO Advisors; Executive Vice President,
Secretary and General Counsel, Thomson
Advisory Group and PIMCO Advisors.
- ------------------------------------------------------------------------------------------------
Jeffrey M. Sargent Vice President Vice President and Manager Shareholder
Age 35 Services and Fund Administration, Pacific
Investment Management; Vice President of
PIMS; Vice President, PIMCO Variable
Insurance Trust; and Vice President, PIMCO
Commercial Mortgage Securities Trust, Inc.
- ------------------------------------------------------------------------------------------------
Richard M. Weil Vice President General Counsel, PIMCO Advisors.
Age 35 Formerly, Vice President,
Bankers Trust Company; Associate,
Simpson, Thatcher & Bartlett.
- ------------------------------------------------------------------------------------------------
John P. Hardaway Treasurer Vice President and Manager of Fund Operations/
Age 41 Pacific Investment Management; Treasurer
of PIMS; Treasurer, PIMCO Variable Insurance
Trust; Treasurer, PIMCO Commercial Mortgage
Securities Trust, Inc. Formerly, Treasurer of
PAF and CAT.
- ------------------------------------------------------------------------------------------------
Joseph D. Hattesohl Assistant Treasurer Vice President and Manager of Fund
Age 34 Taxation, Pacific Investment Management;
Assistant Treasurer, PIMS; Assistant
Treasurer of PIMCO Variable Insurance
Trust; and Assistant Treasurer, PIMCO
Commercial Mortgage Securities Trust, Inc.
Formerly, Director of Financial Reporting,
Carl I. Brown & Co.; Tax Manager, Price
Waterhouse LLP.
- ------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
Garlin G. Flynn Assistant Secretary Specialist, PIMCO Funds Administration;
Age 52 Secretary, PIMS; Secretary, PIMCO
Variable Insurance Trust; and Secretary,
PIMCO Commercial Mortgage Securities
Trust, Inc. Formerly, Senior Fund
Administrator, Pacific Investment
Management; Senior Mutual Fund Analyst,
PIMCO Advisors Institutional Services;
Senior Mutual Fund Analyst, Pacific
Financial Asset Management Corporation.
- ------------------------------------------------------------------------------------------------
</TABLE>
TRUSTEES' COMPENSATION
Trustees other than those affiliated with PIMCO Advisors, a Portfolio
Manager, or Pacific Investment Management, receive an annual retainer of
$45,000, plus $2,000 for each Board of Trustees meeting attended, and $500 for
each Audit and Performance Committee meeting attended, plus reimbursement of
related expenses. Each Audit and Performance Committee member receives an
additional annual retainer of $1,000, the Chairman of the Audit and Performance
Committees receives an additional annual retainer of $2,000, the Chairman of the
Independent Trustees receives an additional annual retainer of $6,000, and each
Vice Chairman of the entire Board receives an additional annual retainer of
$3,000. Trustees do not currently receive any pension or retirement benefits
from the Trust or the Fund Complex (see below). The Trust has adopted a
deferred compensation plan for the Trustees, which went into place during 1997,
which permits the Trustees to defer their receipt of compensation from the
Trust, at their election, in accordance with the terms of the plan.
The following table sets forth information regarding compensation received
by those Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Trust for the fiscal year ended June 30, 1998:
<TABLE>
---------------------------------------------------------------
(1) (2) (3)
TOTAL
AGGREGATE COMPENSATION
NAME OF TRUSTEE COMPENSATION FROM FROM TRUST AND
TRUST FUND COMPLEX/1/
---------------------------------------------------------------
<S> <C> <C>
---------------------------------------------------------------
E. Philip Cannon/2/ $51,600 $60,000
---------------------------------------------------------------
Donald P. Carter $58,425 $65,500
---------------------------------------------------------------
Gary A. Childress $51,600 $60,000
---------------------------------------------------------------
</TABLE>
/1/ The amounts listed in column (3) include total compensation paid to the
Trustees for their services as Trustees of the Trust (for all Trustees), CAT
(for all Trustees), and Pacific Select Fund (for Messrs. Nelson, Porter, and
Richards) for the twelve-month period ended June 30, 1998. By virtue of having
PIMCO Advisors or an affiliate of PIMCO Advisors as investment adviser, the
Trust, CAT and Pacific Select Fund were considered to be part of the same "Fund
Complex" for these purposes. As a result of a change in management of CAT on
December 12, 1997, no Trustee of the Trust is currently a Trustee of CAT and CAT
is no longer part of the same "Fund Complex" as the Trust.
/2/ The Trust has adopted a deferred compensation plan (the "Plan") which
went into place during fiscal 1997. Of the amounts listed in column (2), the
following Trustees elected to have the following amounts deferred from the Trust
and all investment companies in the Fund Complex, respectively: Cannon -$51,600,
$60,000; Porter - $49,900, $58,000; Segall - $26,650, $32,000; Thorne - $51,175,
$59,500.
36
<PAGE>
<TABLE>
<S> <C> <C>
------------------------------------------------------------
Gary L. Light/2/ $38,700 $45,500
------------------------------------------------------------
Richard L. Nelson $51,275 $93,000
------------------------------------------------------------
Lyman W. Porter/2/ $49,900 $90,500
------------------------------------------------------------
Alan Richards $56,100 $98,500
------------------------------------------------------------
Joel Segall/2/ $49,475 $57,500
------------------------------------------------------------
W. Bryant Stooks $49,475 $56,500
------------------------------------------------------------
Gerald M. Thorne/2/ $51,175 $59,500
------------------------------------------------------------
</TABLE>
- ---------------------------------
/3/ Mr. Light retired as a Trustee of the Trust during the fiscal year
ended June 30, 1998.
37
<PAGE>
INVESTMENT ADVISER
PIMCO Advisors serves as investment adviser to each of the Funds and
Portfolios pursuant to an investment advisory agreement ("Advisory Agreement")
between PIMCO Advisors and the Trust. PIMCO Advisors was organized as a limited
partnership under Delaware law in 1987. PIMCO Partners, G.P. ("PGP") and PIMCO
Advisors Holdings L.P. ("PAH") are the general partners of PIMCO Advisors. PGP
is a general partnership between PIMCO Holding LLC ("PH LLC"), a Delaware
limited liability company and an indirect wholly-owned subsidiary of Pacific
Life Insurance Company, and PIMCO Partners LLC, a California limited liability
company controlled by the current Managing Directors and two former Managing
Directors of Pacific Investment Management (collectively, the "Managing
Directors"). PGP is the sole general partner of PAH. PGP and PAH have equal
right, power and authority to manage and control the business and affairs of
PIMCO Advisors and to take any action deemed necessary or desirable by them in
connection with the business of PIMCO Advisors.
PGP and PAH have substantially delegated their management and control of
PIMCO Advisors to a Management Board. Pursuant to the terms of the delegation
of authority by PGP and PAH, the Management Board of PIMCO Advisors is composed
of (i) the Chief Executive Officer of PIMCO Advisors; (ii) six other persons
designated by PGP; (iii) three disinterested persons designated by
representatives of the Public General Partner or, if there is no Public General
Partner, PGP or its successor as general partner of PIMCO Advisors; (iv) the
Chief Executive Officer and one Managing Director of each of the two Investment
Managing Companies having the greatest total income, determined as of the date
of appointment; and (v) one Managing Director of each of two other Investment
Managing Companies designated from time to time by the Management Board upon the
recommendation of the Nominating Committee. PAH is a Public General Partner for
the purposes set forth above.
The Management Board has in turn delegated the authority to manage day-to-
day operations and policies to an Executive Committee. The Executive Committee
is composed of five members. The members of the Executive Committee are William
D. Cvengros, Brent R. Harris, George A. Long, Glenn S. Schafer and William S.
Thompson, Jr.
PIMCO Advisors, PGP and PAH are located at 800 Newport Center Drive,
Newport Beach, California 92660. PIMCO Advisors and its subsidiary partnerships
had approximately $225.9 billion of assets under management as of September 30,
1998.
PIMCO Advisors, subject to the supervision of the Board of Trustees, is
responsible for providing advice and guidance with respect to the Funds and
Portfolios and for managing, either directly or through others selected by the
Adviser, the investment of the Funds and Portfolios. PIMCO Advisors also
furnishes to the Board of Trustees periodic reports on the investment
performance of each Fund and Portfolio. For all of the Funds except the Precious
Metals Fund, PIMCO Advisors has engaged affiliates to serve as Portfolio
Managers. If a Portfolio Manager ceases to manage the portfolio of a Fund,
PIMCO Advisors will either assume full responsibility for the management of that
Fund, or retain a new portfolio manager subject to the approval of the Trustees
and the Fund's shareholders.
PIMCO Advisors' Asset Allocation Committee is responsible for determining
how the assets of the 90/10 Portfolio, the 60/40 Portfolio and the 30/70
Portfolio are allocated and reallocated from time to time among the Underlying
PIMCO Funds. The Portfolios do not pay any fees to PIMCO Advisors in return for
these services under the Advisory Agreement. The Portfolios do, however,
indirectly pay a proportionate share of the advisory fees paid to PIMCO Advisors
and Pacific Investment Management Company by the Underlying PIMCO Funds in which
the Portfolios invest.
Under the terms of the Advisory Agreement, PIMCO Advisors is obligated to
manage the Funds and the Portfolios in accordance with applicable laws and
regulations. The investment advisory services of PIMCO Advisors
38
<PAGE>
to the Trust are not exclusive under the terms of the Advisory Agreement. PIMCO
Advisors is free to, and does, render investment advisory services to others.
The Advisory Agreement will continue in effect with respect to a Fund and
Portfolio for two years from its effective date, and thereafter on a yearly
basis, provided such continuance is approved annually (i) by the holders of a
majority of the outstanding voting securities of the Fund or Portfolio, or by
the Board of Trustees, and (ii) by a majority of the Trustees who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the Advisory Agreement. The Advisory
Agreement may be terminated without penalty by vote of the Trustees or the
shareholders of the Trust, or by the Adviser, on 60 days' written notice to the
other party and will terminate automatically in the event of its assignment. In
addition, the Advisory Agreement may be terminated with regard to the
Renaissance, Growth, Target, Opportunity, Innovation, International and Precious
Metals Funds by vote of a majority of the Trustees who are not interested
persons of PIMCO Advisors, on 60 days' written notice to PIMCO Advisors.
The Adviser currently receives a monthly investment advisory fee from each
Fund at the following annual rates (based on the average daily net assets of the
particular Funds):
FUND ADVISORY
- ----
FEE RATE
--------
Equity Income, Value, Tax-Efficient Equity, Capital Appreciation,
Mid-Cap Growth, Structured Emerging Markets,
Tax-Efficient Structured Emerging Markets,
Enhanced Equity and Balanced Funds............................... .45%
Growth and Value 25 Funds.......................................... .50%
International and Target Funds..................................... .55%
Core Equity Fund................................................... .57%
Small-Cap Value, Renaissance, Precious Metals
and International Developed Funds................................. .60%
Mid-Cap Equity Fund................................................ .63%
Opportunity and Innovation Funds................................... .65%
Emerging Markets and International Growth Funds.................... .85%
Small-Cap Growth Fund.............................................. 1.00%
Micro-Cap Growth Fund.............................................. 1.25%
For the fiscal years ended June 30, 1998, June 30, 1997 and June 30, 1996
(the fiscal year ended June 30, 1996 being an eight-month period) the Funds paid
the Adviser (or its predecessor) the following amounts under the Advisory
Contract:
39
<PAGE>
<TABLE>
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED ENDED
FUND 6/30/98 6/30/97 6/30/96
- ------------------------------ ----------- ----------- ----------
<S> <C> <C> <C>
Equity Income Fund $ 795,252 $ 555,146 $ 425,899
Value Fund 951,140 463,869 65,873
Small-Cap Value Fund 1,395,130 249,347 156,721
Core Equity Fund 504,760 234,333 145,931
Mid-Cap Equity Fund 53,956 48,656 35,315
Capital Appreciation Fund 3,627,790 1,953,374 883,498
Mid-Cap Growth Fund 2,622,029 1,219,531 617,546
Micro-Cap Growth Fund 2,759,876 1,390,317 669,726
Small-Cap Growth Fund 411,785 327,245 426,098
Enhanced Equity Fund 199,467 292,187 274,512
Emerging Markets Fund 349,026 568,277 440,978
International Developed Fund 653,050 525,817 294,777
Balanced Fund 300,049 306,756 235,529
Renaissance Fund* 3,010,051 913,256 N/A
Growth Fund* 9,329,701 3,758,433 N/A
Target Fund* 6,607,151 2,887,743 N/A
Opportunity Fund* 5,172,363 2,324,663 N/A
Innovation Fund* 2,028,712 750,414 N/A
International Fund* 922,680 559,353 N/A
International Growth Fund** 24,756 N/A N/A
Precious Metals Fund* 165,918 119,710 N/A
Tax Exempt Fund*/ (1)/ 144,515 66,977 N/A
----------- ----------- ----------
TOTAL $42,029,157 $19,515,404 $4,672,403
</TABLE>
- --------------
* Amounts for the year ended June 30, 1997 are for the period 1/18/97 through
6/30/97.
** Amounts for the year ended June 30, 1998 are for the period 12/31/97 through
6/30/98.
(1) The Tax Exempt Fund merged with and into the Municipal Bond Fund of PIMS in
a transaction which took place on June 26, 1998. The Tax Exempt Fund was
liquidated in connection with the transaction and is no longer a series of the
Trust.
In addition, the predecessors of the Renaissance, Growth, Target,
Opportunity, Innovation, International, Precious Metals and Tax Exempt Funds
(each of which is a former series of PAF which reorganized as a Fund of the
Trust on January 17, 1997) paid the Adviser the following amounts for the fiscal
period ended January 17, 1997 and the fiscal year ended September 30, 1996 under
separate management contracts between the Adviser and PAF:
<TABLE>
<CAPTION>
10/1/96 YEAR
TO ENDED
FUND 1/17/97 9/30/96
- ---------------------- ---------- -----------
<S> <C> <C>
Renaissance Fund $ 653,744 $ 1,627,632
Growth Fund 3,370,567 9,987,541
Target Fund 2,584,257 7,295,767
Opportunity Fund 1,898,337 6,183,575
Innovation Fund 545,586 1,063,584
International Fund 537,647 1,872,608
Precious Metals Fund 107,290 397,969
Tax Exempt Fund 99,023 333,349
---------- -----------
TOTAL $9,796,451 $28,762,025
</TABLE>
40
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENTS
The PIMCO Equity Advisors Division of PIMCO Advisors manages the portfolios
of the Growth, Target, Opportunity and Innovation Funds. The Adviser employs
Portfolio Managers to each other Fund pursuant to portfolio management
agreements (each a "Portfolio Management Agreement") between the Adviser and the
relevant Portfolio Manager. Each Portfolio Manager is an affiliate of the
Adviser except for Van Eck Associates Corporation ("Van Eck"), which advises the
Precious Metals Fund. The Adviser currently has seven subsidiary partnerships,
the following six of which manage one or more of the Funds: Pacific Investment
Management, Parametric Portfolio Associates ("Parametric"), Cadence Capital
Management ("Cadence"), NFJ Investment Group ("NFJ"), Columbus Circle Investors
("Columbus Circle"), and Blairlogie Capital Management ("Blairlogie"). [On or
before March 31, 1999, it is anticipated that the Adviser will sell
substantially all of its ownership interest in Blairlogie. See "Blairlogie"
below.]
Pacific Investment Management
- -----------------------------
Pursuant to a Portfolio Management Agreement between the Adviser and Pacific
Investment Management, Pacific Investment Management provides investment advice
with respect to the portion of the assets of the Balanced Fund allocated by the
Adviser for investment in fixed income securities. For the services provided,
the Adviser (not the Trust) pays Pacific Investment Management a fee at the
annual rate of .25% of the average daily net assets of the Balanced Fund
allocated to Pacific Investment Management for investment in fixed income
securities.
Pacific Investment Management is an investment management firm organized as
a general partnership. Pacific Investment Management has two partners: PIMCO
Advisors as the supervisory partner, and PIMCO Management Inc. as the managing
partner. The predecessor investment adviser to Pacific Investment Management
commenced operations in 1971. Pacific Investment Management is located at 840
Newport Center Drive, Suite 300, Newport Beach, California 92660. Pacific
Investment Management provides advisory services to PIMCO Funds, PIMCO Variable
Insurance Trust, PIMCO Commercial Mortgage Securities Trust, Inc., which is a
closed-end management investment company, managed accounts consisting of
proceeds from various pension and profit sharing plans and other sub-advised
open-end management investment companies. Pacific Investment Management had
approximately $148.1 billion of assets under management as of September 30,
1998.
Parametric
- ----------
Pursuant to a Portfolio Management Agreement between the Adviser and
Parametric, Parametric is the Portfolio Manager and provides investment advisory
services to the Tax-Efficient Equity, Enhanced Equity, Structured Emerging
Markets and Tax-Efficient Structured Emerging Markets Funds. For the services
provided to each Fund, the Adviser (not the Trust) pays Parametric a monthly fee
for each Fund at the following annual rates (based on the average daily net
assets of the particular Fund): .35% for the Tax-Efficient Equity Fund, .35%
for the Enhanced Equity Fund, .35% for the Structured Emerging Markets Fund, and
.35% for the Tax-Efficient Structured Emerging Markets Fund.
Parametric is an investment management firm organized as a general
partnership. Parametric is the successor investment adviser to Parametric
Portfolio Associates, Inc., a wholly-owned corporate subsidiary of PFAMCo.
Parametric has two partners: PIMCO Advisors as the supervisory partner, and
Parametric Management Inc. as the managing partner. The predecessor investment
adviser to Parametric commenced operations in 1987. Parametric is located at
7310 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104-7090.
Parametric provides investment management services to a number of institutional
accounts, including employee benefit plans, college
41
<PAGE>
endowment funds and foundations. Accounts managed by Parametric had combined
assets, as of September 30, 1998, of approximately $2.8 billion.
Cadence
- -------
Pursuant to a Portfolio Management Agreement between the Adviser and
Cadence, Cadence provides investment advisory services to the Capital
Appreciation Fund, the Mid-Cap Growth Fund, the Micro-Cap Growth Fund, the
Small-Cap Growth Fund and a portion of the Balanced Fund allocated by the
Adviser for investment in common stocks. For the services provided, the Adviser
(not the Trust) pays Cadence a monthly fee for each Fund at the following annual
rates (based on the average daily net assets of the particular Fund): .35% for
the Capital Appreciation Fund, .35% for the Mid-Cap Growth Fund, .35% for the
portion of the Balanced Fund's assets allocated to Cadence for investment in
common stock, .90% for the Small-Cap Growth Fund, and 1.15% for the Micro-Cap
Growth Fund.
Cadence is an investment management firm organized as a general partnership.
Cadence is the successor investment adviser to Cadence Capital Management
Corporation, a wholly owned subsidiary of PFAMCo. Cadence has two partners:
PIMCO Advisors as the supervisory partner, and Cadence Capital Management Inc.
as the managing partner. The predecessor investment adviser to Cadence
commenced operations in 1988. Cadence is located at Exchange Place, 53 State
Street, Boston, Massachusetts 02109. Cadence provides investment management
services to a number of institutional accounts, including employee benefit
plans, college endowment funds and foundations. Accounts managed by Cadence had
combined assets, as of September 30, 1998, of approximately $6.1 billion.
NFJ
- ---
Pursuant to a Portfolio Management Agreement between the Adviser and NFJ,
NFJ provides investment advisory services to the Equity Income Fund, the Value
Fund, the Value 25 Fund, the Small-Cap Value Fund, and a portion of the Balanced
Fund allocated by the Adviser for investment in common stocks. For the
services provided, the Adviser (not the Trust) pays NFJ a monthly fee for each
Fund at the following annual rates (based on the average daily net assets of the
particular Fund): .35% for the Equity Income Fund, .40% for the Value 25 Fund,
.35% for the Value Fund, .35% for the portion of the Balanced Fund allocated to
NFJ for investment in common stock, and .50% for the Small-Cap Value Fund.
NFJ is an investment management firm organized as a general partnership.
NFJ is the successor investment adviser to NFJ Investment Group, Inc., a wholly
owned subsidiary of PFAMCo. NFJ has two partners: PIMCO Advisors as the
supervisory partner, and NFJ Management Inc. as the managing partner. The
predecessor investment adviser to NFJ commenced operations in 1989. NFJ is
located at 2121 San Jacinto, Suite 1840, Dallas, Texas 75201. NFJ provides
investment management services to a number of institutional accounts, including
employee benefit plans, college endowment funds and foundations. Accounts
managed by NFJ had combined assets, as of September 30, 1998, of approximately
$2.2 billion.
Columbus Circle
- ---------------
Pursuant to a Portfolio Management Agreement between the Adviser and
Columbus Circle, Columbus Circle provides investment advisory services to the
Renaissance, Core Equity, Mid-Cap Equity, and International Growth Funds. For
the services provided, the Adviser (not the Trust) pays Columbus Circle a
monthly fee for each Fund at the following annual rates (based on the average
daily net assets of the particular Fund): .38% for the Renaissance Fund, .47%
for the Core Equity Fund, .53% for the Mid-Cap Equity Fund, and .75% for the
International Growth Fund.
Columbus Circle is an investment management firm organized as a general
partnership. Columbus Circle is the successor investment adviser to the Columbus
Circle Investors Division of Thomson Advisory Group L.P.
42
<PAGE>
("TAG"). Columbus Circle has two partners: PIMCO Advisors as the supervisory
partner, and Columbus Circle Investors Management Inc. as the managing partner.
Columbus Circle's ultimate predecessor commenced operations in 1975. Columbus
Circle is located at Metro Center, One Station Place, 8th Floor, Stamford,
Connecticut 06902. Columbus Circle manages discretionary accounts for
institutions, including corporate, government and union pension and profit-
sharing plans, foundations and educational institutions. Accounts managed by
Columbus Circle had combined assets, as of September 30, 1998, of $7.8
billion.
Effective on March [ ], 1999, the PIMCO Equity Advisors Division of
the Adviser assumed full portfolio management responsibility for the Growth,
Target, Opportunity and Innovation Funds. Prior to that, Columbus Circle served
as Portfolio Manager for the Funds.
Blairlogie
- ----------
Pursuant to a Portfolio Management Agreement between the Adviser and
Blairlogie, Blairlogie provides investment advisory services to the
International, International Developed and Emerging Markets Funds. For the
services provided, the Adviser (not the Trust) pays Blairlogie a monthly fee for
each Fund at the following annual rates (based on the average daily net assets
of the particular Fund): .40% for the International Fund, .50% for the
International Developed Fund, and .75% for the Emerging Markets Fund.
Blairlogie is an investment management firm organized as a limited
partnership under the laws of the United Kingdom. Blairlogie is the successor
investment adviser to Blairlogie Capital Management Ltd., an indirect subsidiary
of PFAMCo, which commenced operations in 1992. Blairlogie has two general
partners and one limited partner. The general partners are PIMCO Advisors,
which serves as the supervisory partner, and Blairlogie Holdings Limited, a
wholly-owned subsidiary of PIMCO Advisors, which serves as the managing partner.
The limited partner is Blairlogie Partners L.P., a limited partnership, the
general partner of which is Pacific Asset Management LLC (a subsidiary of
Pacific Life Insurance Company), and the limited partners of which are the
principal executive officers of Blairlogie Capital Management. Blairlogie is
located at 4th Floor, 125 Princes Street, Edinburgh EH2 4AD, Scotland.
Blairlogie provides investment management services to a number of institutional
accounts, including employee benefit plans, college endowment funds and
foundations. Accounts managed by Blairlogie had combined assets, as of September
30, 1998, of approximately $700 million.
[It is anticipated that the Adviser will sell substantially all of its
ownership interest in Blairlogie to Alleghany Asset Management, Inc. on or
before March 31, 1999 (the "Blairlogie Transaction"). The Blairlogie
Transaction is subject to a number of conditions, including approval by the
shareholders of the Emerging Markets and International Developed Funds.
In connection with the anticipated Blairlogie Transaction, it is proposed
that the Emerging Markets and International Developed Funds (the "Transferring
Funds") will transfer all of their assets and liabilities to newly formed series
of Alleghany Funds to be managed by Blairlogie (the proposed transactions are
referred to as "Reorganizations"). The proposed Reorganizations are subject to
a number of conditions, including approval by the Trust's Board of Trustees and
the shareholders of the Transferring Funds.
In addition, the Adviser has determined to continue to retain Blairlogie as
the Portfolio Manager of the International Fund following the consummation of
the Blairlogie Transaction, subject to the approval of the shareholders of the
Fund.
The relevant Prospectuses and this Statement of Additional Information will
be supplemented or revised if these events do not occur substantially in
accordance with the schedule outlined above.]
Van Eck
- -------
Pursuant to a Portfolio Management Agreement between the Adviser and Van
Eck, Van Eck provides investment advisory services to the Precious Metals Fund.
For the Services provided, the Adviser (not the Trust) pays Van Eck a monthly
fee at the annual rate of .35% based on the average daily net assets of the
Precious Metals Fund.
Van Eck is a Delaware corporation registered as an investment adviser with
the SEC. Van Eck and its affiliates advise other mutual funds and private
accounts. Van Eck is controlled by John C. van Eck who, along with members of
his immediate family, owns 100% of the stock of Van Eck. Van Eck is located at
99 Park Avenue, New York, New
43
<PAGE>
York 10001. Accounts managed by Van Eck had combined assets, as of September 30,
1998, of approximately $1.2 billion.
PIMCO Advisors determines the allocation of the Balanced Fund's assets among
the various asset classes and types of securities in which the Fund invests.
PIMCO Advisors reserves the right to allocate a portion of the Fund's assets for
investment in money market instruments and reserves the right to manage the
investment of such assets.
For the fiscal years ended June 30, 1998, June 30, 1997 and June 30, 1996
(the fiscal year ended June 30, 1996 being an eight-month period), the amount of
portfolio management fees paid by the Adviser (or its predecessor) to the
applicable Portfolio Manager (or its predecessor) for each of the Funds was as
follows:
<TABLE>
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED ENDED
06/30/98 06/30/97 06/30/96
-------- -------- --------
<S> <C> <C> <C>
Equity Income Fund $ 618,529 $ 492,429 $ 425,899
Value Fund 739,776 388,966 65,873
Small-Cap Value Fund 1,162,608 224,788 156,721
Core Equity Fund 416,205 215,998 136,615
Mid-Cap Equity Fund 45,391 45,074 23,814
Capital Appreciation Fund 2,821,614 1,714,191 883,498
Mid-Cap Growth Fund 2,039,356 1,059,242 617,546
Micro-Cap Growth Fund 2,539,086 1,325,695 669,726
Small-Cap Growth Fund 370,606 311,280 426,098
Enhanced Equity Fund 155,141 268,021 274,512
Emerging Markets Fund 307,963 501,411 385,438
International Developed Fund 544,208 478,789 237,138
Balanced Fund 212,532 228,898 161,345
Renaissance Fund* 1,906,366 575,288 N/A
Growth Fund* 6,344,197 2,544,364 N/A
Target Fund* 4,324,681 1,869,073 N/A
Opportunity Fund* 3,819,591 1,709,827 N/A
Innovation Fund* 1,186,016 435,246 N/A
International Fund* 671,040 348,938 N/A
International Growth Fund** 11,650 N/A N/A
Precious Metal Fund* 96,785 66,070 N/A
Tax Exempt Fund* 144,515 66,756 N/A
----------- ----------- ----------
TOTAL $30,477,856 $14,870,344 $4,464,223
</TABLE>
_______________
*Amounts for the year ended June 30, 1997 are for the period 1/18/97 through
6/30/97.
**Amounts for the year ended June 30, 1998 are for the period 12/31/97 through
6/30/98.
The Adviser paid the Portfolio Managers for the predecessors of the
Renaissance, Growth, Target, Opportunity, Innovation, International, Precious
Metals and Tax Exempt Funds (each of which is a former series of PAF which
reorganized as a Fund of the Trust on January 17, 1997) the following amounts
for the fiscal period ended January 17, 1997 and the fiscal year ended September
30, 1996 under separate sub-advisory agreements between the Adviser and the
relevant Portfolio Manager:
44
<PAGE>
<TABLE>
<CAPTION>
10/1/96 YEAR
TO ENDED
FUND 1/17/97 09/30/96
- ---- ------- --------
<S> <C> <C>
Renaissance Fund $ 326,864 $ 813,816
Growth Fund 1,685,284 4,993,770
Target Fund 1,292,168 3,647,884
Opportunity Fund 949,192 3,091,788
Innovation Fund 272,772 531,792
International Fund 268,824 936,304
Precious Metals Fund 53,837 198,985
Tax Exempt Fund 49,512 166,675
---------- -----------
TOTAL $4,898,453 $14,381,014
</TABLE>
FUND ADMINISTRATOR
In addition to its services as Adviser, PIMCO Advisors serves as
administrator (and is referred to in this capacity as the "Administrator") to
the Funds and Portfolios pursuant to an administration agreement (the
"Administration Agreement") with the Trust. The Administrator provides or
procures administrative services to the Funds and Portfolios, which include
clerical help and accounting, bookkeeping, internal audit services and certain
other services they require, and preparation of reports to the Trust's
shareholders and regulatory filings. PIMCO Advisors has retained Pacific
Investment Management as sub-administrator to provide such services pursuant to
a sub-administration agreement (the "Sub-Administration Agreement"). PIMCO
Advisors may also retain other affiliates to provide such services. In
addition, the Administrator arranges at its own expense for the provision of
legal, audit, custody, transfer agency and other services necessary for the
ordinary operation of the Funds and Portfolios, and is responsible for the costs
of registration of the Trust's shares and the printing of prospectuses and
shareholder reports for current shareholders. Under the Administration
Agreement, the Administrator has agreed to provide or procure these services,
and to bear these expenses, at the following annual rates for each Fund and
Portfolio (each expressed as a percentage of the Fund's or Portfolio's average
daily net assets attributable to the indicated class or classes of shares on an
annual basis):
ADMINISTRATIVE FEE RATE
-----------------------
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS A, CLASS B,
ADMINISTRATIVE AND CLASS C CLASS D
CLASSES* SHARES* SHARES**
-------- ------- --------
<S> <C> <C> <C>
Equity Income Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Tax-Efficient Equity Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Value Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Small-Cap Value Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
Core Equity Fund .25% N/A N/A
Mid-Cap Equity Fund .25% N/A N/A
Value 25 Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS A, CLASS B,
ADMINISTRATIVE AND CLASS C CLASS D
CLASSES* SHARES* SHARES**
-------- ------- --------
<S> <C> <C> <C>
Capital Appreciation Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Mid-Cap Growth Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Micro-Cap Growth Fund .25% N/A N/A
Small-Cap Growth Fund .25% N/A N/A
Enhanced Equity Fund .25% N/A N/A
Emerging Markets Fund .50% .65% of first $2.5 billion N/A
.60% of amounts in excess of $2.5 billion
International Developed .50% .65% of first $2.5 billion N/A
Fund .60% of amounts in excess of $2.5 billion
Balanced Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
Renaissance Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
Growth Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
Target Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
Opportunity Fund .25% .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
Innovation Fund .25% .40% of first $2.5 billion .65%
.35% of amounts in excess of $2.5 billion
International Fund .50% .65% of first $2.5 billion N/A
.60% of amounts in excess of $2.5 billion
International Growth Fund .50% N/A N/A
Precious Metals Fund N/A .45% of first $2.5 billion N/A
.40% of amounts in excess of $2.5 billion
Tax-Efficient Structured .50% N/A N/A
Emerging Markets Fund
Structured Emerging .50% N/A N/A
Markets Fund
90/10 Portfolio [ ] .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
60/40 Portfolio [ ] .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
30/70 Portfolio [ ] .40% of first $2.5 billion N/A
.35% of amounts in excess of $2.5 billion
</TABLE>
46
<PAGE>
* The Administrator receives administrative fees based on a Fund's or
Portfolio's average daily net assets attributable in the aggregate to its
Institutional and Administrative Class shares on the one hand, and to its Class
A, Class B and Class C shares on the other.
** As described below, the Administration Agreement includes a plan adopted in
conformity with Rule 12b-1 which provides for the payment of up to .25% of the
.65% Class D Administrative Fee rate as reimbursement for expenses in respect of
activities that may be deemed to be primarily intended to result in the sale of
Class D shares.
Except for the expenses paid by the Administrator, the Trust bears all
costs of its operations. The Trust is responsible for the following expenses:
(i) salaries and other compensation of any of the Trust's executive officers and
employees who are not officers, directors, stockholders, or employees of PIMCO
Advisors, Pacific Investment Management, or their subsidiaries or affiliates;
(ii) taxes and governmental fees; (iii) brokerage fees and commissions and other
portfolio transaction expenses; (iv) costs of borrowing money, including
interest expenses; (v) fees and expenses of the Trustees who are not "interested
persons" of PIMCO Advisors, any Portfolio Manager, or the Trust, and any counsel
retained exclusively for their benefit; (vi) extraordinary expenses, including
costs of litigation and indemnification expenses; (vii) expenses which are
capitalized in accordance with generally accepted accounting principals; and
(viii) any expenses allocated or allocable to a specific class of shares
("Class-specific expenses").
Class-specific expenses include distribution and/or service fees payable
with respect to the Class A, Class B, Class C, Class D or Administrative Class
shares and administrative fees as described above, and may include certain other
expenses as permitted by the Trust's Amended and Restated Multi-Class Plan (the
"Multi-Class Plan") adopted pursuant to Rule 18f-3 under the 1940 Act, which is
subject to review and approval by the Trustees. It is not presently anticipated
that any expenses other than distribution and/or service fees and administrative
fees will be allocated on a class-specific basis.
The Administration Agreement may be terminated by the Trust at any time by
vote of (1) a majority of the Trustees, (2) a majority of the outstanding voting
securities of the Trust, or (3) with respect to the Renaissance, Growth, Target,
Opportunity, Innovation, International and Precious Metals Funds, by a majority
of the Trustees who are not interested persons of the Trust or PIMCO Advisors,
on 60 days' written notice to PIMCO Advisors.
Under the Administration Agreement, the Administrator or an affiliate may
pay financial service firms a portion of the Class D administration fees in
return for the firms' services (normally not to exceed an annual rate of .35% of
a Fund's average daily net assets attributable to Class D shares purchased
through such firms). The Administration Agreement includes a plan specific to
Class D shares which has been adopted in conformity with the requirements set
forth under Rule 12b-1 of the 1940 Act to allow for payment of up to .25% per
annum of the Class D administrative fees as reimbursement for expenses in
respect of activities that may be deemed to be primarily intended to result in
the sale of Class D shares. The principal types of activities for which such
payments may be made are services in connection with the distribution of Class D
shares and/or the provision of shareholder services. See "Distribution of Trust
Shares - Plan for Class D Shares."
After an initial two-year term, the Sub-Administration Agreement will
continue from year to year upon the approval of the parties thereto. The Sub-
Administration Agreement may be terminated at any time by PIMCO Advisors or
Pacific Investment Management upon 60 days' written notice to the other party
and, with respect to the services rendered to the Trust, at any time by vote of
a majority of the disinterested Trustees of the Trust. The Sub-Administration
Agreement will also terminate upon termination of the Administration Agreement.
47
<PAGE>
For the fiscal years ended June 30, 1998, June 30, 1997 and June 30, 1996
(the fiscal year ended June 30, 1996 being an eight-month period), the aggregate
amount of the administration fees paid by the Funds was as follows (Class A,
Class B and Class C shares were not offered prior to January 17, 1997 and Class
D shares were not offered during the periods listed):
<TABLE>
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED
ENDED FUND 06/30/98 06/30/97
-------- --------
06/30/96
--------
<S> <C> <C> <C>
Equity Income Fund $ 487,106 $ 311,798 $ 236,611
Value Fund 720,965 318,624 36,596
Small-Cap Value Fund 850,182 114,067 65,176
Core Equity Fund 221,386 102,634 63,942
Mid-Cap Equity Fund 21,411 19,291 14,011
Capital Appreciation Fund 2,144,151 1,093,013 490,803
Mid-Cap Growth Fund 1,722,412 729,997 342,880
Micro-Cap Growth Fund 551,975 278,025 133,934
Small-Cap Growth Fund 102,410 81,774 106,715
Enhanced Equity Fund 110,815 161,982 151,842
Emerging Markets Fund 208,654 312,540 259,300
International Developed Fund 555,314 437,490 244,350
Balanced Fund 186,627 170,134 130,017
Renaissance Fund* 2,006,144 605,566 N/A
Growth Fund* 7,463,761 2,993,370 N/A
Target Fund* 4,805,201 2,076,748 N/A
Opportunity Fund* 3,182,992 1,424,856 N/A
Innovation Fund* 1,248,438 458,154 N/A
International Fund* 1,090,440 567,025 N/A
International Growth Fund** 14,562 N/A N/A
Precious Metals Fund* 124,438 84,947 N/A
Tax Exempt Fund* 193,724 89,008 N/A
----------- ----------- ----------
TOTAL $28,013,108 $12,431,043 $2,276,177
</TABLE>
____________________
*Amounts for the year ended June 30, 1997 are for the period from 1/17/97
through 6/30/97.
**Amounts for the year ended June 30, 1998 are for the period from 12/31/97
through 6/30/98.
The predecessor series of the Renaissance, Growth, Target, Opportunity,
Innovation, International, Precious Metals and Tax Exempt Funds (each a series
of PAF which reorganized as a Fund of the Trust on January 17, 1997) received
administrative services during fiscal years 1997 and 1996 under separate
management contracts between the Adviser and PAF on behalf of each such series.
See "Investment Adviser" above for the amounts paid to the Adviser by these
series under such management contracts during fiscal years 1997 and 1996.
Shares of the Portfolios were not offered during the periods listed
above.
48
<PAGE>
DISTRIBUTION OF TRUST SHARES
DISTRIBUTOR AND MULTI-CLASS PLAN
PIMCO Funds Distributors LLC (the "Distributor") serves as the distributor
of each class of the Trust's shares pursuant to a distribution contract (the
"Distribution Contract") with the Trust. The Distributor is a wholly-owned
subsidiary of PIMCO Advisors. The Distribution Contract is terminable with
respect to a Fund, Portfolio or class or shares without penalty, at any time, by
the Fund, Portfolio or class by not more than 60 days' nor less than 30 days'
written notice to the Distributor, or by the Distributor upon not more than 60
days' nor less than 30 days' written notice to the Trust. The Distributor is
not obligated to sell any specific amount of Trust shares.
The Distribution Contract will continue in effect with respect to each Fund
and Portfolio, and each class of shares thereof, for successive one-year
periods, provided that each such continuance is specifically approved (i) by the
vote of a majority of the entire Board of Trustees or by the majority of the
outstanding shares of the Fund, Portfolio or class, and (ii) by a majority of
the Trustees who are not interested persons (as defined in the 1940 Act) of the
Trust and who have no direct or indirect interest financial interest in the
Distribution Contract or the Distribution and/or Servicing Plans described
below, by vote cast in person at a meeting called for the purpose. If the
Distribution Contract is terminated (or not renewed) with respect to one or more
Funds, Portfolios or classes, it may continue in effect with respect to any
Fund, Portfolio or class as to which it has not been terminated (or has been
renewed).
The Trust currently offers up to six classes of shares of each of the
Funds: Class A, Class B, Class C, Class D, Institutional Class and
Administrative Class shares. The Trust currently offers Institutional Class,
Administrative Class, Class A, Class B and Class C shares of each Portfolio.
Class A, Class B and Class C shares of the Trust are offered through firms
("participating brokers") which are members of the National Association of
Securities Dealers, Inc. ("NASD"), and which have dealer agreements with the
Distributor, or which have agreed to act as introducing brokers for the
Distributor ("introducing brokers").
Class D shares are generally offered to clients of financial service firms,
such as broker-dealers or registered investment advisers, with which the
Distributor has an agreement for the use of PIMCO Funds: Multi-Manager Series in
particular investment products, programs or accounts for which a fee may be
charged.
Institutional Class shares are offered primarily for direct investment by
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations, corporations, and high net worth individuals
(Institutional Class shares may also be offered through certain financial
intermediaries that charge their customers transaction or other fees with
respect to the customers' investments in the Funds). Administrative Class shares
are offered primarily through employee benefit plan alliances, broker-dealers,
and other intermediaries, and each Fund and Portfolio pays service or
distribution fees to such entities for services they provide to Administrative
Class shareholders.
Under the Trust's Multi-Class Plan, shares of each class of each Fund and
Portfolio represent an equal pro rata interest in the Fund or Portfolio and,
generally, have identical voting, dividend, liquidation, and other rights
preferences, powers, restrictions, limitations, qualifications and terms and
conditions, except that: (a) each class has a different designation; (b) each
class of shares bears any class-specific expenses allocated to it; (c) each
class has exclusive voting rights on any matter submitted to shareholders that
relates solely to its distribution or service arrangements; and (d) each class
has separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class. In
addition, each class may have a differing sales charge structure, and differing
exchange and conversion features.
CONTINGENT DEFERRED SALES CHARGE AND INITIAL SALES CHARGE
As described in the Class A, B and C Prospectus and the Retail Portfolio
Prospectus under the caption "How to Redeem," a contingent deferred sales charge
is imposed upon certain redemptions of Class A, Class B and
49
<PAGE>
Class C shares. No contingent deferred sales charge is currently imposed upon
redemptions of Class D, Institutional Class or Administrative Class shares.
Because contingent deferred sales charges are calculated on a series-by-series
basis, shareholders should consider whether to exchange shares of one Fund or
Portfolio for shares of another Fund or Portfolio prior to redeeming an
investment if such an exchange would reduce the contingent deferred sales charge
applicable to such redemption.
During the fiscal years ended June 30, 1998 and June 30, 1997, the
Distributor received the following aggregate amounts in contingent deferred
sales charges on Class A shares, Class B shares and Class C shares of the Funds:
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
CLASS 6/30/98 6/30/97
- ----- ------- -------
<S> <C> <C>
Class A $ 2,273 $ 40,456
Class B $945,353 $789,851
Class C $480,061 $533,975
</TABLE>
Shares of the Portfolios were first offered beginning October 1, 1998.
The Funds did not offer Class A, B and C shares in fiscal years prior to
the fiscal year ended June 30, 1997. However, during the fiscal year ended
September 30, 1996, the Distributor received the following amounts in contingent
deferred sales charges on shares of series of PAF which reorganized as the
following Funds of the Trust: Class A shares: Growth - $9,168, Target - $14 and
--------------
Opportunity - $4,190. Class B shares: Renaissance - $8,722, Growth - $37,445,
--------------
Target - $31,670, Innovation - $36,477, International - $6,359, Precious Metals
- - $1,179 and Tax Exempt - $4,055. Class C shares: Renaissance - $12,809,
--------------
Growth - $124,264, Target - $89,334, Opportunity -$37,154, Innovation - $29,110,
International - $22,016, Precious Metals - $15,384 and Tax Exempt - $1,596.
As described in the Class A, B and C Prospectus and the Retail Portfolio
Prospectus under the caption "Alternative Purchase Arrangements - Initial Sales
Charge Alternative - Class A Shares," Class A shares of the Trust are sold
pursuant to an initial sales charge, which declines as the amount of the
purchase reaches certain defined levels. For the fiscal years ended June 30,
1998 and June 30, 1997, the Distributor received an aggregate of $4,878,434 and
$2,927,636, respectively, and retained an aggregate of $506,878 and $369,546,
respectively, in initial sales charges paid by Class A shareholders of the
Trust.
The Trust did not offer Class A shares in fiscal years prior to the fiscal
year ended June 30, 1997. However, during the fiscal year ended September 30,
1996, the Distributor received the following amounts in initial sales charges
paid by shareholders of PAF series which reorganized as the following Funds of
the Trust: Renaissance - $205,419, Growth - 549,330, Target - $852,363,
Opportunity - $176,391, Innovation - $685,093, International - $91,177, Precious
Metals - $72,503 and Tax Exempt - $37,180, and retained the following amounts:
Renaissance - $27,477, Growth - $83,657, Target - $126,693, Opportunity -
$29,605, Innovation - $114,091, International - $13,871, Precious Metals -
$7,738 and Tax Exempt - $3,140.
DISTRIBUTION AND SERVICING PLANS FOR CLASS A, CLASS B AND CLASS C SHARES
As stated in the Class A, B and C Prospectus and the Retail Portfolio
Prospectus under the caption "Distributor and Distribution and Servicing Plans,"
Class A, Class B and Class C shares of the Trust are continuously offered
through participating brokers which are members of the NASD and which have
dealer agreements with the Distributor, or which have agreed to act as
introducing brokers.
Pursuant to separate Distribution and Servicing Plans for Class A, Class B
and Class C shares (the "Retail Plans"), the Distributor receives (i) in
connection with the distribution of Class B and Class C shares of the Trust,
certain distribution fees from the Trust, and (ii) in connection with personal
services rendered to Class A, Class B
50
<PAGE>
and Class C shareholders of the Trust and the maintenance of shareholder
accounts, certain servicing fees from the Trust. Subject to the percentage
limitations on these distribution and servicing fees set forth in the Class A, B
and C Prospectus and the Retail Portfolio Prospectus, the distribution and
servicing fees may be paid with respect to services rendered and expenses borne
in the past with respect to Class A, Class B and Class C shares as to which no
distribution and servicing fees were paid on account of such limitations. The
Distributor pays (i) all or a portion of the distribution fees it receives from
the Trust to participating and introducing brokers, and (ii) all or a portion of
the servicing fees it receives from the Trust to participating and introducing
brokers, certain banks and other financial intermediaries.
Each Retail Plan may be terminated with respect to any Fund or Portfolio to
which the Plan relates by vote of a majority of the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or the
Distribution Contract ("disinterested Retail Plan Trustees"), or by vote of a
majority of the outstanding voting securities of the relevant class of that Fund
or Portfolio. Any change in any Retail Plan that would materially increase the
cost to the class of shares of any Fund or Portfolio to which the Plan relates
requires approval by the affected class of shareholders of that Fund or
Portfolio. The Trustees review quarterly written reports of such costs and the
purposes for which such costs have been incurred. Each Retail Plan may be
amended by vote of the Trustees, including a majority of the disinterested
Retail Plan Trustees, cast in person at a meeting called for the purpose. As
long as the Retail Plans are in effect, selection and nomination of those
Trustees who are not interested persons of the Trust shall be committed to the
discretion of such disinterested Trustees.
The Retail Plans will continue in effect with respect to each Fund and
Portfolio, and each class of shares thereof, for successive one-year periods,
provided that each such continuance is specifically approved (i) by the vote of
a majority of the disinterested Retail Plan Trustees and (ii) by the vote of a
majority of the entire Board of Trustees cast in person at a meeting called for
the purpose of voting on such approval.
If a Retail Plan is terminated (or not renewed) with respect to one or more
Funds or Portfolios, or classes thereof, it may continue in effect with respect
to any class of any Fund or Portfolio as to which it has not been terminated (or
has been renewed).
The Trustees believe that the Retail Plans will provide benefits to the
Trust. In this regard, the Trustees believe that the Retail Plans will result
in greater sales and/or fewer redemptions of Trust shares, although it is
impossible to know for certain the level of sales and redemptions of Trust
shares that would occur in the absence of the Retail Plans or under alternative
distribution schemes. Although the expenses of the Funds and Portfolios are
essentially fixed, the Trustees believe that the effect of the Retail Plans on
sales and/or redemptions may benefit the Trust by reducing expense ratios and/or
by affording greater flexibility to Portfolio Managers. From time to time,
expenses of the Distributor incurred in connection with the sale of Class B and
Class C shares of the Trust, and in connection with the servicing of Class B and
Class C shareholders and the maintenance of shareholder accounts, may exceed the
distribution and servicing fees collected by the Distributor. The Trustees
consider such unreimbursed amounts, among other factors, in determining whether
to cause the Funds and Portfolios to continue payments of distribution and
servicing fees in the future with respect to Class B and Class C shares.
PAYMENTS PURSUANT TO CLASS A PLANS
For the fiscal years ended June 30, 1998 and June 30, 1997, the Trust paid
the Distributor an aggregate of $2,017,316 and $1,147,572, respectively,
pursuant to the Class A Retail Plan. Such payments were allocated among the
operational Funds as follows (shares of the Portfolios were initially offered
beginning October 1, 1998):
51
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FUND 06/30/98 06/30/97
- ---- -------- --------
<S> <C> <C>
Equity Income Fund $ 20,227 $ 938
Value Fund 46,720 14,876
Small-Cap Value Fund 91,688 2,770
Core Equity Fund N/A N/A
Mid-Cap Equity Fund N/A N/A
Capital Appreciation Fund 75,035 5,510
Mid-Cap Growth Fund 72,631 12,246
Micro-Cap Growth Fund N/A N/A
Small-Cap Growth Fund N/A N/A
Enhanced Equity Fund N/A N/A
Emerging Markets Fund 697 108
International Developed Fund 2,903 169
Balanced Fund 12,278 173
Renaissance Fund 130,230 53,527
Growth Fund 403,013 290,828
Target Fund 394,300 288,012
Opportunity Fund 531,993 320,127
Innovation Fund 164,089 99,910
International Fund 42,700 34,195
International Growth Fund N/A N/A
Precious Metals Fund 13,370 14,218
Tax Exempt Fund 15,442 9,965
</TABLE>
During the fiscal year ended June 30, 1998, the amounts collected pursuant
to the Class A Retail Plan were used as follows by the Distributor: sales
commissions and other compensation to sales personnel, $1,512,987; preparing,
printing and distributing sales material and advertising (including preparing,
printing and distributing prospectuses to non-shareholders) and other expenses
(including data processing, legal and operations), $504,329. These totals,
allocated among (i) compensation and (ii) sales material and other expenses for
each Fund, were as follows:
<TABLE>
<CAPTION>
SALES MATERIAL
AND OTHER
COMPENSATION EXPENSES TOTAL
------------ -------------- --------
<S> <C> <C> <C>
Equity Income Fund $ 15,170 $ 5,057 $ 20,227
Value Fund 35,040 11,680 46,720
Small-Cap Value Fund 68,766 22,922 91,688
Core Equity Fund N/A N/A N/A
Mid-Cap Equity Fund N/A N/A N/A
Capital Appreciation Fund 56,276 18,759 75,035
Mid-Cap Growth Fund 54,473 18,158 72,631
Micro-Cap Growth Fund N/A N/A N/A
Small-Cap Growth Fund N/A N/A N/A
Enhanced Equity Fund N/A N/A N/A
Emerging Markets Fund 523 174 697
International Developed Fund 2,177 726 2,903
Balanced Fund 9,208 3,070 12,278
Renaissance Fund 97,672 32,558 130,230
Growth Fund 302,260 100,753 403,013
Target Fund 295,725 98,575 394,300
Opportunity Fund 398,995 132,998 531,993
Innovation Fund 123,067 41,022 164,089
</TABLE>
52
<PAGE>
<TABLE>
<S> <C> <C>
International Fund 32,025 10,675 42,700
International Growth Fund N/A N/A N/A
Precious Metals Fund 10,027 3,343 13,370
Tax Exempt Fund 11,582 3,861 15,442
</TABLE>
The Trust did not offer Class A shares in fiscal years prior to the fiscal
year ended June 30, 1997. For the fiscal year ended September 30, 1996, PAF
paid the Distributor an aggregate of $1,556,119 pursuant to a Distribution and
Servicing Plan applicable to the Class A shares of PAF (the "PAF Class A Plan"),
which is similar to the Class A Plan of the Trust. Such payments were
allocated among the predecessors of the following Funds (each of which was
formerly a series of PAF which reorganized as a series of the Trust on January
17, 1997) as follows:
<TABLE>
<CAPTION>
YEAR ENDED
SEPT. 30, 1996
--------------
<S> <C>
Renaissance Fund $ 38,973
Growth Fund 351,506
Target Fund 338,598
Opportunity Fund 308,794
Innovation Fund 88,089
International Fund 42,411
Precious Metals Fund 21,416
Tax Exempt Fund 10,288
</TABLE>
The remainder of the total payments made under the PAF Class A Plan for
such fiscal years was allocated among other series of PAF which either merged
with Funds of the Trust or merged with/reorganized as series of PIMS, an
affiliated mutual fund family, in transactions which took place on January 17,
1997.
PAYMENTS PURSUANT TO CLASS B PLANS
For the fiscal years ended June 30, 1998 and June 30, 1997, the Trust paid
the Distributor an aggregate of $4,549,168 and $1,670,623, respectively,
pursuant to the Class B Retail Plan. Such payments were allocated among the
operational Funds as follows (shares of the Portfolios were initially offered
beginning October 1, 1998):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FUND 06/30/98 06/30/97
---- -------- --------
<S> <C> <C>
Equity Income Fund $ 80,992 $ 5,019
Value Fund 311,768 101,067
Small-Cap Value Fund 611,536 17,419
Core Equity Fund N/A N/A
Mid-Cap Equity Fund N/A N/A
Capital Appreciation Fund 165,015 5,077
Mid-Cap Growth Fund 528,760 104,374
Micro-Cap Growth Fund N/A N/A
Small-Cap Growth Fund N/A N/A
Enhanced Equity Fund N/A N/A
Emerging Markets Fund 4,696 633
International Developed Fund 21,969 2,256
Balanced Fund 42,373 2,223
Renaissance Fund 603,997 204,965
Growth Fund 660,761 351,684
Target Fund 727,857 450,009
Opportunity Fund N/A N/A
</TABLE>
53
<PAGE>
<TABLE>
<S> <C> <C>
Innovation Fund 629,537 332,295
International Fund 85,359 53,098
International Growth Fund N/A N/A
Precious Metals Fund 41,484 21,713
Tax Exempt Fund 33,064 18,818
</TABLE>
During the fiscal year ended June 30, 1998, the amounts collected pursuant
to the Class B Retail Plan were used as follows by the Distributor: sales
commissions and other compensation to sales personnel, $3,411,876; preparing,
printing and distributing sales material and advertising (including preparing,
printing and distributing prospectuses to non-shareholders), and other expenses
(including data processing, legal and operations), $1,137,292. These totals,
allocated among (i) compensation and (ii) sales material and other expenses for
each Fund, were as follows:
<TABLE>
<CAPTION>
SALES MATERIAL
AND OTHER
COMPENSATION EXPENSES TOTAL
------------ -------------- -----
<S> <C> <C> <C>
Equity Income Fund $ 60,744 $ 20,248 $ 80,992
Value Fund 233,826 77,942 311,768
Small-Cap Value Fund 458,652 152,884 611,536
Core Equity Fund N/A N/A N/A
Mid-Cap Equity Fund N/A N/A N/A
Capital Appreciation Fund 123,761 41,254 165,015
Mid-Cap Growth Fund 396,570 132,190 528,760
Micro-Cap Growth Fund N/A N/A N/A
Small-Cap Growth Fund N/A N/A N/A
Enhanced Equity Fund N/A N/A N/A
Emerging Markets Fund 3,522 1,174 4,696
International Developed Fund 16,477 5,492 21,969
Balanced Fund 31,780 10,593 42,373
Renaissance Fund 452,998 150,999 603,997
Growth Fund 495,571 165,190 660,761
Target Fund 545,893 181,964 727,857
Opportunity Fund N/A N/A N/A
Innovation Fund 472,153 157,384 629,537
International Fund 64,020 21,340 85,359
International Growth Fund N/A N/A N/A
Precious Metals Fund 31,113 10,371 41,484
Tax Exempt Fund 24,798 8,266 33,064
</TABLE>
The Trust did not offer Class B shares in fiscal years prior to the fiscal
year ended June 30, 1997. For the fiscal year ended September 30, 1996, PAF
paid the Distributor an aggregate of $1,839,931 pursuant to a Distribution and
Servicing Plan applicable to the Class B shares of PAF (the "PAF Class B Plan"),
which is similar to the Class B Plan of the Trust. Such payments were allocated
among the predecessors of the following Funds (each of which was formerly a
series of PAF which reorganized as a series of the Trust on January 17, 1997) as
follows:
<TABLE>
<CAPTION>
YEAR ENDED
SEPT. 30, 1996
--------------
<S> <C>
Renaissance Fund $ 62,195
Growth Fund 211,778
Target Fund 241,125
Opportunity Fund N/A
Innovation Fund 166,747
</TABLE>
54
<PAGE>
<TABLE>
<S> <C>
International Fund 289,719
Precious Metals Fund 14,083
Tax Exempt Fund 14,673
</TABLE>
The remainder of the total payments made under the PAF Class B Plan for
such fiscal years was allocated among other series of PAF which either merged
with Funds of the Trust or merged with/reorganized as series of PIMS, an
affiliated mutual fund family, in transactions which took place on January 17,
1997.
PAYMENTS PURSUANT TO CLASS C PLANS
For the fiscal years ended June 30, 1998 and June 30, 1997, the Trust paid
the Distributor an aggregate of $42,819,673 and $28,944,078, respectively,
pursuant to the Class C Retail Plan. Such payments were allocated among the
operational Funds as follows (shares of the Portfolios were initially offered
beginning October 1, 1998):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FUND 06/30/98 06/30/97
---- -------- --------
<S> <C> <C>
Equity Income Fund $ 139,875 $ 13,919
Value Fund 784,829 245,893
Small-Cap Value Fund 814,232 39,558
Core Equity Fund N/A N/A
Mid-Cap Equity Fund N/A N/A
Capital Appreciation Fund 392,705 28,078
Mid-Cap Growth Fund 951,993 197,365
Micro-Cap Growth Fund N/A N/A
Small-Cap Growth Fund N/A N/A
Enhanced Equity Fund N/A N/A
Emerging Markets Fund 14,813 5,070
International Developed Fund 40,459 4,936
Balanced Fund 41,412 1,876
Renaissance Fund 3,887,867 2,024,245
Growth Fund 16,386,591 11,107,219
Target Fund 9,707,945 7,238,372
Opportunity Fund 5,829,510 4,950,118
Innovation Fund 1,834,958 1,149,018
International Fund 1,421,443 1,354,452
International Growth Fund N/A N/A
Precious Metals Fund 181,565 255,508
Tax Exempt Fund 389,476 328,451
</TABLE>
During the fiscal year ended June 30, 1998, the amounts collected pursuant
to the Class C Retail Plan were used as follows by the Distributor: sales
commissions and other compensation to sales personnel, $32,114,755; preparing,
printing and distributing sales material and advertising (including preparing,
printing and distributing prospectuses to non-shareholders) and other expenses
(including data processing, legal and operations), $10,704,918. These totals,
allocated among (i) compensation and (ii) sales material and other expenses for
each Fund, were as follows:
<TABLE>
<CAPTION>
SALES MATERIAL
AND OTHER
COMPENSATION EXPENSES TOTAL
------------ -------------- -----
<S> <C> <C> <C>
Equity Income Fund $ 104,906 $ 34,969 $ 139,875
Value Fund 588,622 196,207 784,829
Small-Cap Value Fund 610,674 203,558 814,232
</TABLE>
55
<PAGE>
<TABLE>
<S> <C> <C> <C>
Core Equity Fund N/A N/A N/A
Mid-Cap Equity Fund N/A N/A N/A
Capital Appreciation Fund 294,529 98,176 392,705
Mid-Cap Growth Fund 713,995 237,998 951,993
Micro-Cap Growth Fund N/A N/A N/A
Small-Cap Growth Fund N/A N/A N/A
Enhanced Equity Fund N/A N/A N/A
Emerging Markets Fund 11,110 3,703 14,813
International Developed Fund 30,344 10,115 40,459
Balanced Fund 31,059 10,353 41,412
Renaissance Fund 2,915,900 971,967 3,887,867
Growth Fund 2,289,943 4,096,648 16,386,591
Target Fund 7,280,959 2,426,986 9,707,945
Opportunity Fund 4,372,132 1,457,378 5,829,510
Innovation Fund 1,376,218 458,740 1,834,958
International Fund 1,066,082 355,361 1,421,443
International Growth Fund N/A N/A N/A
Precious Metals Fund 136,174 45,391 181,565
Tax Exempt Fund 292,107 97,369 389,476
</TABLE>
The Trust did not offer Class C shares in fiscal years prior to the fiscal
year ended June 30, 1997. For the fiscal year ended September 30, 1996, PAF
paid the Distributor an aggregate of $41,704,155 pursuant to a Distribution and
Servicing Plan applicable to the Class C shares of PAF (the "PAF Class C Plan"),
which is similar to the Class C Plan of the Trust. Such payments were allocated
among the predecessors of the following Funds (each of which was formerly a
series of PAF Fund which reorganized as a series of the Trust on January 17,
1997) as follows:
<TABLE>
<CAPTION>
Year Ended
Sept. 30, 1996
--------------
<S> <C>
Renaissance Fund $ 1,965,449
Growth Fund 13,593,775
Target Fund 8,684,223
Opportunity Fund 7,455,633
Innovation Fund 899,377
International Fund 1,858,512
Precious Metals Fund 430,849
Tax Exempt Fund 499,738
</TABLE>
The remainder of the total payments made under the PAF Class C Plan for
such fiscal years was allocated among other series of PAF which either merged
with Funds of the Trust or merged with/reorganized as series of PIMS, an
affiliated mutual fund family, in transactions which took place on January 17,
1997.
From time to time, expenses of principal underwriters incurred in
connection with the distribution of Class B and Class C shares of the Funds, and
in connection with the servicing of Class A, Class B and Class C shareholders of
the Funds and the maintenance of Class A, Class B and Class C shareholder
accounts, may exceed the distribution and/or servicing fees collected by the
Distributor. As noted above, Class A, Class B and Class C Distribution and
Servicing Plans, which are similar to the Trust's current Plans, were in effect
prior to January 17, 1997 in respect of series of PAF that were predecessors of
certain of the Funds listed below. The remaining Funds did not offer Class A,
Class B or Class C shares prior to January 17, 1997. As of June 30, 1998, such
expenses were approximately $11,946,000 in excess of payments under the Class A
Plan, $22,563,000 in excess of payments under the Class B Plan and $2,252,000 in
excess of payments under the Class C Plan.
56
<PAGE>
The allocation of such excess (on a pro rata basis) among the Funds listed
below as of June 30, 1998 was as follows:
<TABLE>
<CAPTION>
Fund Class A Class B Class C
- ---- ------- ------- -------
<S> <C> <C> <C>
Balanced Fund $ 114,354 $ 311,366 $ 4,119
Capital Appreciation Fund 864,192 1,414,624 34,818
Emerging Markets Fund 5,052 13,321 569
Equity Income Fund 153,514 524,983 11,208
Growth Fund 2,217,715 2,796,317 905,533
Innovation Fund 1,055,088 2,811,646 106,466
International Developed Fund 58,174 105,611 3,110
International Fund 216,026 322,227 68,277
Mid-Cap Growth Fund 677,693 2,930,058 68,372
Opportunity Fund 2,412,474 -- 243,645
Precious Metals Fund 43,292 132,484 6,856
Renaissance Fund 1,010,427 3,479,893 228,385
Small-Cap Value Fund 889,489 3,634,823 63,450
Target Fund 1,969,040 2,846,350 464,235
Value Fund 259,521 1,239,508 42,959
</TABLE>
The allocation of such excess (on a pro rata basis) among the Funds,
calculated as a percentage of net assets of each Fund listed below as of June
30, 1998, was as follows:
<TABLE>
<CAPTION>
Fund Class A Class B Class C
- ---- ------- ------- -------
<S> <C> <C> <C>
Balanced Fund 1.19% 3.47% 0.05%
Capital Appreciation Fund 1.19 3.47 0.05
Emerging Markets Fund 1.19 3.47 0.05
Equity Income Fund 1.19 3.47 0.05
Growth Fund 1.19 3.47 0.05
Innovation Fund 1.19 3.47 0.05
International Developed Fund 1.19 3.47 0.05
International Fund 1.19 3.47 0.05
Mid-Cap Growth Fund 1.19 3.47 0.05
Opportunity Fund 1.19 -- 0.05
Precious Metals Fund 1.19 3.47 0.05
Renaissance Fund 1.19 3.47 0.05
Small-Cap Value Fund 1.19 3.47 0.05
Target Fund 1.19 3.47 0.05
Value Fund 1.19 3.47 0.05
</TABLE>
DISTRIBUTION AND ADMINISTRATIVE SERVICES PLANS FOR ADMINISTRATIVE CLASS SHARES
The Trust has adopted an Administrative Services Plan with respect to the
Administrative Class shares of each Fund and Portfolio. The Trust also has
adopted a Distribution Plan (together with the Administrative Services Plan, the
"Administrative Plans") with respect to the Administrative Class shares of each
Portfolio and each Fund except the Emerging Markets, Capital Appreciation and
Small-Cap Growth Funds, which are not subject to such Distribution Plan.
Under the terms of the Administrative Distribution Plan, the Trust is
permitted to reimburse, out of the assets attributable to the Administrative
Class shares of each applicable Fund and Portfolio, in an amount up to 0.25% on
an annual basis of the average daily net assets of that class, financial
intermediaries for costs and expenses incurred in
57
<PAGE>
connection with the distribution and marketing of Administrative Class shares
and/or the provision of certain shareholder services to its customers that
invest in Administrative Class shares of the Funds and Portfolios. Such services
may include, but are not limited to, the following: providing facilities to
answer questions from prospective investors about a Fund or Portfolio; receiving
and answering correspondence, including requests for prospectuses and statements
of additional information; preparing, printing and delivering prospectuses and
shareholder reports to prospective shareholders; complying with federal and
state securities laws pertaining to the sale of Administrative Class shares; and
assisting investors in completing application forms and selecting dividend and
other account options.
Under the terms of the Administrative Services Plan, the Trust is permitted
to reimburse, out of the assets attributable to the Administrative Class shares
of each Fund and Portfolio, in an amount up to 0.25% on an annual basis of the
average daily net assets of that class, financial intermediaries that provide
certain administrative services for Administrative Class shareholders. Such
services may include, but are not limited to, the following: receiving,
aggregating and processing shareholder orders; furnishing shareholder sub-
accounting; providing and maintaining elective shareholder services such as
check writing and wire transfer services; providing and maintaining pre-
authorized investment plans; communicating periodically with shareholders;
acting as the sole shareholder of record and nominee for shareholders;
maintaining accounting records for shareholders; answering questions and
handling correspondence from shareholders about their accounts; and performing
similar account administrative services.
The same entity may be the recipient of fees under both the Administrative
Distribution Plan and the Administrative Services Plan, but may not receive fees
under both plans with respect to the same assets.
Each Administrative Plan provides that it may not be amended to increase
materially the costs which Administrative Class shareholders may bear under the
Plan without the approval of a majority of the outstanding voting securities of
the Administrative Class, and by vote of a majority of both (i) the Trustees of
the Trust and (ii) those Trustees ("disinterested Administrative Plan Trustees")
who are not "interested persons" of the Trust (as defined in the 1940 Act) and
who have no direct or indirect financial interest in the operation of the Plan
or any agreements related to it, cast in person at a meeting called for the
purpose of voting on the Plan and any related amendments.
Each Administrative Plan provides that it may not take effect until
approved by vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Administrative Plan Trustees. The Administrative Class
Distribution Plan further provides that it may not take effect unless approved
by the vote of a majority of the outstanding voting securities of the
Administrative Class.
Each Administrative Plan provides that it shall continue in effect so long
as such continuance is specifically approved at least annually by the Trustees
and the disinterested Administrative Plan Trustees. Each Administrative Plan
provides that any person authorized to direct the disposition of monies paid or
payable by a class pursuant to the Plan or any related agreement shall provide
to the Trustees, and the Board shall review at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made.
Each Administrative Plan provides that expenses payable under the Plan may
be carried forward for reimbursement for up to twelve months beyond the date in
which the expense is incurred, subject to the limit that not more than 0.25% of
the average daily net assets of Administrative Class shares may be used in any
month to pay expenses under the Plan. Each Administrative Plan requires that
Administrative Class shares incur no interest or carrying charges.
Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds. "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits. The Trust believes that some, if not
all, of the fees paid pursuant to both Administrative Plans will qualify as
"service fees" and therefore will not be limited by NASD rules.
58
<PAGE>
PAYMENTS PURSUANT TO THE ADMINISTRATIVE PLANS
For the fiscal years ended June 30, 1998 and June 30, 1997, the Trust paid
qualified service providers an aggregate of $502,216 and $132,422, respectively,
pursuant to the Administrative Services Plan and the Administrative Distribution
Plan.
Of these aggregate totals, $362,416 and $111,468, respectively, were paid
pursuant to the Administrative Services Plan and/or the Administrative
Distribution Plan for the Funds listed below and were allocated as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FUND 06/30/98 06/30/97
- ---- -------- --------
<S> <C> <C>
Equity Income Fund $ 25,885 $ 16,938
Value Fund 11,304 0
Small-Cap Value Fund 22,930 12,276
Core Equity Fund 211,557 79,366
Mid-Cap Equity Fund 1,846 0
Mid-Cap Growth Fund 64,116 4,723
Micro-Cap Growth Fund 8,918 1,898
Enhanced Equity Fund 9,207 0
International Developed Fund 6,653 13,205
</TABLE>
The additional portions of the aggregate totals, $139,800 and $4,016,
respectively, were paid pursuant to the Administrative Services Plan only for
the Capital Appreciation, Emerging Markets and Small-Cap Growth Funds, and were
allocated among these Funds as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FUND 06/30/98 06/30/97
- ---- -------- --------
<S> <C> <C>
Capital Appreciation Fund $ 137,462 $ 3,297
Emerging Markets Fund 1,802 582
Small-Cap Growth Fund 536 137
</TABLE>
The remaining Funds did not make payments under either Administrative Plan.
The Administrative Services Plan was not in effect in prior fiscal years.
PLAN FOR CLASS D SHARES
As described above under "Management of the Trust - Fund Administrator,"
the Trust's Administration Agreement includes a plan (the "Class D Plan")
adopted in conformity with Rule 12b-1 under the 1940 Act which provides for the
payment of up to .25% of the Class D administrative fees as reimbursement for
expenses in respect of activities that may be deemed to be primarily intended to
result in the sale of Class D shares.
Specifically, the Administration Agreement provides that the Administrator
shall provide in respect of Class D shares (either directly or by procuring
through other entities, including various financial services firms such as
broker-dealers and registered investment advisers ("Service Organizations"))
some or all of the following services and facilities in connection with direct
purchases by shareholders or in connection with products, programs or accounts
offered by such Service Organizations ("Special Class D Services"): (i)
facilities for placing orders directly for the purchase of a Fund's Class D
shares and tendering a Fund's Class D shares for redemption; (ii)
advertising
59
<PAGE>
with respect to a Fund's Class D shares; (iii) providing information about the
Funds; (iv) providing facilities to answer questions from prospective investors
about the Funds; (v) receiving and answering correspondence, including requests
for prospectuses and statements of additional information; (vi) preparing,
printing and delivering prospectuses and shareholder reports to prospective
shareholders; (vii) assisting investors in applying to purchase Class D shares
and selecting dividend and other account options; and (viii) shareholder
services provided by a Service Organization that may include, but are not
limited to, the following functions: receiving, aggregating and processing
shareholder orders; furnishing shareholder sub-accounting; providing and
maintaining elective shareholder services such as check writing and wire
transfer services; providing and maintaining pre-authorized investment plans;
communicating periodically with shareholders; acting as the sole shareholder of
record and nominee for shareholders; maintaining accounting records for
shareholders; answering questions and handling correspondence from shareholders
about their accounts; issuing confirmations for transactions by shareholders;
performing similar account administrative services; providing such shareholder
communications and recordkeeping services as may be required for any program for
which the Service Organization is a sponsor that relies on Rule 3a-4 under the
1940 Act; and providing such other similar services as may reasonably be
requested to the extent the Service Organization is permitted to do so under
applicable statutes, rules, or regulations.
The Administrator has entered into an agreement with the Distributor under
which the Distributor is compensated for providing or procuring certain of the
Special Class D Services at the rate of 0.25% per annum of all assets
attributable to Class D shares sold through the Distributor.
The Trust and the Administrator understand that some or all of the Special
Class D Services provided pursuant to the Administration Agreement may be deemed
to represent services primarily intended to result in the sale of Class D
shares. The Administration Agreement includes the Class D Plan to account for
this possibility. The Administration Agreement provides that any portion of the
fees paid thereunder in respect of Class D shares representing reimbursement for
the Administrator's and the Distributor's expenditures and internally allocated
expenses in respect of Class D Services of any Fund shall not exceed the rate of
0.25% per annum of the average daily net assets of such Fund attributable to
Class D shares.
In accordance with Rule 12b-1 under the 1940 Act, the Class D Plan may not
be amended to increase materially the costs which Class D shareholders may bear
under the Plan without the approval of a majority of the outstanding Class D
shares, and by vote of a majority of both (i) the Trustees of the Trust and (ii)
those Trustees ("disinterested Class D Plan Trustees") who are not "interested
persons" of the Trust (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to it, cast in person at a meeting called for the purpose of voting on
the Plan and any related amendments. The Class D Plan may not take effect until
approved by vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Class D Plan Trustees. In addition, the Class D Plan may not
take effect unless it is approved by the vote of a majority of the outstanding
Class D shares and it shall continue in effect only so long as such continuance
is specifically approved at least annually by the Trustees and the disinterested
Class D Plan Trustees.
With respect to the Class D Plan, the Administration Agreement requires the
Administrator to present reports as to out-of-pocket expenditures and internal
expense allocations of the Administrator and the Distributor at least quarterly
and in a manner that permits the disinterested Class D Plan Trustees to
determine that portion of the Class D administrative fees paid thereunder which
represents reimbursements in respect of Special Class D Services.
Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds. "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits. The Trust believes that most, if not
all, of the fees paid pursuant to the Class D Plan will qualify as "service
fees" and therefore will not be limited by NASD rules.
60
<PAGE>
PURCHASES, EXCHANGES AND REDEMPTIONS
Purchases, exchanges and redemptions of the Trust's shares are discussed in
the Class A, B and C Prospectus, the Class D Prospectus and the Retail Portfolio
Prospectus under the headings "How to Buy Shares," "Exchange Privilege," and
"How to Redeem," and in the Institutional Prospectus under the headings
"Purchase of Shares," "Redemption of Shares," and "Net Asset Value."
Certain clients of the Adviser or a Portfolio Manager whose assets would be
eligible for purchase by one or more of the Funds may purchase shares of the
Trust with such assets. Assets so purchased by a Fund will be valued in
accordance with procedures adopted by the Board of Trustees.
One or more classes of shares of the Funds and Portfolios may not be
qualified or registered for sale in all States. Prospective investors should
inquire as to whether shares of a particular Fund or Portfolio, or class of
shares thereof, are available for offer and sale in their State of domicile or
residence. Shares of a Fund or Portfolio may not be offered or sold in any
State unless registered or qualified in that jurisdiction, unless an exemption
from registration or qualification is available.
As described in the Class A, B, and C Prospectus, the Class D Prospectus
and the Retail Portfolio Prospectus under the caption "Exchange Privilege," and
in the Institutional Prospectus under the caption "Redemption of Shares," a
shareholder may exchange shares of any Fund or Portfolio for shares of the same
class of any other Fund or Portfolio of the Trust that is available for
investment, or any series of PIMS, on the basis of their respective net asset
values. The original purchase date(s) of shares exchanged for purposes of
calculating any contingent deferred sales charge will carry over to the
investment in the new Fund or Portfolio. For example, if a shareholder invests
in Class C shares of one Fund and 6 months later (when the contingent deferred
sales charge upon redemption would normally be 1%) exchanges his shares for
Class C shares of another Fund, no sales charge would be imposed upon the
exchange, but the investment in the other Fund would be subject to the 1%
contingent deferred sales charge until one year after the date of the
shareholder's investment in the first Fund as described in the Class A, B and C
Prospectus and the Retail Portfolio Prospectus under "Alternative Purchase
Arrangements." With respect to Class B or Class C shares, or Class A shares
subject to a contingent deferred sales charge, if less than all of an investment
is exchanged, any portion of the investment attributable to capital appreciation
and/or reinvested dividends or capital gains distributions will be exchanged
first, and thereafter any portions exchanged will be from the earliest
investment made in the Fund or Portfolio from which the exchange was made. For
federal income tax purposes, an exchange is treated as a sale of shares and
generally results in a capital gain or loss.
Orders for exchanges accepted prior to the close of regular trading on the
New York Stock Exchange on any day the Trust is open for business will be
executed at the respective net asset values determined as of the close of
business that day. Orders for exchanges received after the close of regular
trading on the New York Stock Exchange on any business day will be executed at
the respective net asset values determined at the close of the next business
day.
An excessive number of exchanges may be disadvantageous to the Trust.
Therefore, the Trust, in addition to its right to reject any exchange, reserves
the right to adopt a policy of terminating the exchange privilege of any
shareholder who makes more than a specified number of exchanges in a 12 month
period or in any calendar year. For instance, with respect to exchanges
involving Class A, Class B, Class C or Class D shares, the Trust currently
limits the number of "round trip" exchanges an investor may make. An investor
makes a "round trip" exchange when the investor purchases shares of a particular
Fund or Portfolio, subsequently exchanges those shares for shares of a different
Fund or Portfolio and then exchanges back into the originally purchased Fund or
Portfolio. The Trust has the right to refuse any exchange for any investor who
completes (by making the exchange back into the shares of the originally
purchased Fund or Portfolio) more than six round trip exchanges in any twelve-
month period. Although the Trust has no current intention of terminating or
modifying the exchange privilege other than as set forth in the preceding
sentence, it reserves the right to do so as described in the Prospectuses.
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The Trust reserves the right to suspend or postpone redemptions during any
period when: (a) trading on the New York Stock Exchange is restricted, as
determined by the SEC, or that Exchange is closed for other than customary
weekend and holiday closings; (b) the SEC has by order permitted such
suspension; or (c) an emergency, as determined by the SEC, exists, making
disposal of portfolio securities or valuation of net assets of a Fund or
Portfolio not reasonably practicable.
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.
Due to the relatively high cost of maintaining smaller accounts, the Trust
reserves the right to redeem shares in any account for their then-current value
(which will be promptly paid to the investor) if at any time, due to shareholder
redemption, the shares in the account do not have a value of at least a
specified amount, the minimums of which are currently set at $250 for Class A,
Class B and Class C shares, $2,000 for Class D shares, and $100,000 with respect
to Institutional Class and Administrative Class shares. The Prospectuses may
set forth higher minimum account balances for one or more classes from time to
time depending upon the Trust's current policy. An investor will be notified
that the value of the account is less than the minimum and allowed at least 30
days to bring the value of the account up to at least the specified amount
before the redemption is processed. The Trust's Agreement and Declaration of
Trust, as amended and restated (the "Declaration of Trust"), also authorizes the
Trust to redeem shares under certain other circumstances as may be specified by
the Board of Trustees. The Funds and Portfolios may also charge periodic
account fees for accounts that fall below minimum balances as described in the
Prospectuses.
PORTFOLIO TRANSACTIONS AND BROKERAGE
INVESTMENT DECISIONS
Investment decisions for the Trust and for the other investment advisory
clients of the Adviser and Portfolio Managers are made with a view to achieving
their respective investment objectives. Investment decisions are the product of
many factors in addition to basic suitability for the particular client involved
(including the Trust). Thus, a particular security may be bought or sold for
certain clients even though it could have been bought or sold for other clients
at the same time. Likewise, a particular security may be bought for one or more
clients when one or more clients are selling the security. In some instances,
one client may sell a particular security to another client. It also sometimes
happens that two or more clients simultaneously purchase or sell the same
security, in which event each day's transactions in such security are, insofar
as possible, averaged as to price and allocated between such clients in a manner
which in the Adviser's or the Portfolio Manager's opinion is equitable to each
and in accordance with the amount being purchased or sold by each. There may be
circumstances when purchases or sales of portfolio securities for one or more
clients will have an adverse effect on other clients.
BROKERAGE AND RESEARCH SERVICES
There is generally no stated commission in the case of fixed-income
securities, which are traded in the over-the-counter markets, but the price paid
by the Trust usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Trust includes a disclosed, fixed
commission or discount retained by the underwriter or dealer. Transactions on
U.S. stock exchanges and other agency transactions involve the payment by the
Trust of negotiated brokerage commissions. Such commissions vary among
different brokers. Also, a particular broker may charge different commissions
according to such factors as the difficulty and size of the transaction.
Transactions in foreign securities generally involve the payment of fixed
brokerage commissions, which are generally higher than those in the United
States.
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The Adviser and/or each Portfolio Manager places orders for the purchase
and sale of portfolio securities, options and futures contracts and buys and
sells such securities, options and futures for the Trust through a substantial
number of brokers and dealers. In so doing, the Adviser or Portfolio Manager
uses its best efforts to obtain for the Trust the most favorable price and
execution available, except to the extent it may be permitted to pay higher
brokerage commissions as described below. In seeking the most favorable price
and execution, the Adviser or Portfolio Manager, having in mind the Trust's best
interests, considers all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience and financial
stability of the broker-dealer involved and the quality of service rendered by
the broker-dealer in other transactions. Because the Portfolios invest
exclusively in Institutional Class shares of Underlying PIMCO Funds, they
generally do not pay brokerage commissions and related costs, but do indirectly
bear a proportionate share of these costs incurred by the Underlying PIMCO Funds
in which they invest.
For the fiscal years ended June 30, 1998, June 30, 1997 and June 30, 1996
(the fiscal year ended June 30, 1996 being an eight-month period), the following
amounts of brokerage commissions were paid by the Funds:
<TABLE>
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED ENDED
6/30/98 6/30/97 6/30/96
------- ------- -------
FUND
- ----
<S> <C> <C> <C>
Equity Income Fund $ 239,458 $ 161,012 $ 221,694
Value Fund 437,002 203,403 65,062
Small-Cap Value Fund 810,211 146,551 74,170
Capital Appreciation Fund 1,384,393 889,931 467,569
Mid-Cap Growth Fund 1,115,609 634,436 382,764
Micro-Cap Growth Fund 237,969 315,009 124,194
Small-Cap Growth Fund 71,734 113,103 76,333
Enhanced Equity Fund 61,193 196,460 114,363
Emerging Markets Fund 238,241 591,312 622,328
International Developed Fund 326,193 498,041 306,741
Balanced Fund 91,788 197,598 95,606
Core Equity Fund 219,194 114,173 54,049
Mid-Cap Equity Fund 44,404 31,940 16,691
Renaissance Fund* 2,539,296 717,040 N/A
Growth Fund* 4,154,740 2,632,126 N/A
Target Fund* 5,577,623 2,584,198 N/A
Opportunity Fund* 1,345,809 1,187,818 N/A
Innovation Fund* 412,457 224,529 N/A
International Fund* 785,827 748,412 N/A
International Growth Fund** 26,179 N/A N/A
Precious Metals Fund* 98,635 81,251 N/A
Tax Exempt Fund* N/A 0 N/A
----------- ----------- ----------
TOTAL $20,217,955 $12,268,343 $2,624,832
</TABLE>
__________________
*Amounts for the year ending June 30, 1997 are for the period 1/18/97 through
6/30/97.
**Amounts for the year ended June 30, 1998 are for the period from 12/31/97
through 6/30/98.
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For the fiscal period ended January 17, 1997 and the fiscal year ended
September 30, 1996, the following amounts of brokerage commissions were paid by
the predecessors of the Funds listed below (each of which was a series of PAF
during such periods and reorganized as a Fund of the Trust on January 17,
1997):
<TABLE>
<CAPTION>
10/1/96 YEAR
TO ENDED
1/17/97 9/30/96
------- --------
FUND
- ----
<S> <C> <C>
Renaissance Fund $ 363,501 $ 993,617
Growth Fund 1,064,573 2,985,777
Target Fund 1,375,601 3,080,238
Opportunity Fund 505,221 1,757,263
Innovation Fund 105,556 228,473
International Fund 393,808 1,530,476
Precious Metals Fund 53,096 79,838
Tax Exempt Fund 0 0
---------- -----------
TOTAL $3,861,356 $10,655,682
</TABLE>
It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research services from broker-dealers which execute portfolio
transactions for the clients of such advisers. Consistent with this practice,
the Adviser and Portfolio Managers receive research services from many broker-
dealers with which the Adviser and Portfolio Managers place the Trust's
portfolio transactions. These services, which in some cases may also be
purchased for cash, include such matters as general economic and security market
reviews, industry and company reviews, evaluations of securities and
recommendations as to the purchase and sale of securities. Some of these
services are of value to the Adviser and Portfolio Managers in advising various
of their clients (including the Trust), although not all of these services are
necessarily useful and of value in managing the Trust. The advisory fees paid by
the Trust are not reduced because the Adviser and Portfolio Managers receive
such services.
In reliance on the "safe harbor" provided by Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the Adviser and
Portfolio Managers may cause the Trust to pay broker-dealers which provide them
with "brokerage and research services" (as defined in the 1934 Act) an amount of
commission for effecting a securities transaction for the Trust in excess of the
commission which another broker-dealer would have charged for effecting that
transaction.
Consistent with the Rules of the NASD and subject to seeking the most
favorable price and execution available and such other policies as the Trustees
may determine, the Adviser or Portfolio Managers may also consider sales of
shares of the Trust as a factor in the selection of broker-dealers to execute
portfolio transactions for the Trust.
The Adviser or a Portfolio Manager may place orders for the purchase and
sale of exchange-listed portfolio securities with a broker-dealer that is an
affiliate of the Adviser or Portfolio Manager where, in the judgment of the
Adviser or Portfolio Manager, such firm will be able to obtain a price and
execution at least as favorable as other qualified broker-dealers.
Pursuant to rules of the SEC, a broker-dealer that is an affiliate of the
Adviser or a Portfolio Manager may receive and retain compensation for effecting
portfolio transactions for a Fund on a national securities exchange of which the
broker-dealer is a member if the transaction is "executed" on the floor of the
exchange by another broker which is not an "associated person" of the affiliated
broker-dealer, and if there is in effect a written contract between the Adviser
or Portfolio Manager and the Trust expressly permitting the affiliated broker-
dealer to receive and retain such compensation.
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SEC rules further require that commissions paid to such an affiliated
broker-dealer, the Adviser, or Portfolio Manager by a Fund on exchange
transactions not exceed "usual and customary brokerage commissions." The rules
define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time."
PORTFOLIO TURNOVER
Except as described in the Prospectuses, the Adviser and Portfolio Managers
manage the portfolios of the Funds without regard generally to restrictions on
portfolio turnover. The use of futures contracts and other derivative
instruments with relatively short maturities may tend to exaggerate the
portfolio turnover rate for some of the Funds. Trading in fixed income
securities does not generally involve the payment of brokerage commissions, but
does involve indirect transaction costs. The use of futures contracts may
involve the payment of commissions to futures commission merchants. The higher
the rate of portfolio turnover of a Fund, the higher these transaction costs
borne by the Fund generally will be. To the extent portfolio turnover results
in the realization of net short-term capital gains, such gains are generally
taxed at ordinary income tax rates. See "Taxation."
The portfolio turnover rate of a Fund or Portfolio 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 or Portfolio 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.
NET ASSET VALUE
As indicated in the Class A, B and C Prospectus, the Class D Prospectus and
the Retail Portfolio Prospectus under the heading "How Net Asset Value is
Determined", and in the Institutional Prospectus under the heading "Net Asset
Value," the Trust's net asset value per share for the purpose of pricing
purchase and redemption orders is determined on each day the New York Stock
Exchange is open as of the close of regular trading (normally, 4:00 p.m. Eastern
time) on the Exchange. The Trust expects that the holidays upon which the
Exchange will be closed are as follows: New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
The values of portfolio securities that are traded on stock exchanges
outside the United States are based upon the price on the exchange as of the
close of business of the exchange immediately preceding the time of valuation.
Securities traded in over-the-counter markets in European and Pacific Basin
countries are normally completed well before 4:00 p.m. (Eastern time). In
addition, European and Pacific Basin securities trading may not take place on
all business days in New York. Furthermore, trading takes place in Japanese
markets on certain Saturdays and in various foreign markets on days which are
not business days in New York and on which net asset value of these Funds is not
calculated. The calculation of the net asset value of certain Funds that invest
in foreign securities may not take place contemporaneously with the
determination of the prices of portfolio securities used in such calculation. If
events materially affecting the values of portfolio securities occur between the
time their prices are determined and 4:00 p.m. (Eastern time), these securities
will be valued at fair value as determined by the Adviser or a Portfolio Manager
and approved in good faith by the Board of Trustees.
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<PAGE>
TAXATION
The following discussion is general in nature and should not be regarded as
an exhaustive presentation of all possible tax ramifications. All shareholders
should consult a qualified tax adviser regarding their investment in a Fund or
Portfolio.
Each Fund and Portfolio intends to qualify annually and elect to be treated
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). To qualify as a regulated investment
company, each Fund and Portfolio generally must, among other things, (a) derive
in each taxable year at least 90% of its gross income from dividends, interest,
payments with respect to securities loans and gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies ("Qualifying Income Test") and (b) diversify its holdings so that, at
the end of each quarter of the taxable year, (i) at least 50% of the value of
the Fund's or Portfolio's total assets is represented by cash, cash items
(including receivables), U.S. Government securities, securities of other
regulated investment companies and other securities, with such other securities
of any one issuer limited for the purposes of this calculation to an amount not
greater than 5% of the value of the Fund's or Portfolio's total assets and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its total assets is invested in the securities (other than U.S.
Government securities or the securities of other regulated investment companies)
of any one issuer or of two or more issuers which the Fund or Portfolio controls
and which are engaged in the same, similar or related trades or businesses. In
order to qualify for the special tax treatment accorded regulated investment
companies, each Fund and Portfolio must distribute each taxable year the sum of
(i) at least 90% of its investment company taxable income (which includes
dividends, interest and net short-term capital gains in excess of any net long-
term capital losses) and (ii) 90% of its tax exempt interest, net of expenses
allocable thereto. By qualifying as a regulated investment company, each Fund
and Portfolio will not be subject to federal income taxes to the extent that its
net investment income, net short-term capital gains and net long-term capital
gains are distributed. In addition, the Treasury Department is authorized to
promulgate regulations under which gains from foreign currencies (and options,
futures, and forward contracts on foreign currency) would not constitute
qualifying income for purposes of the Qualifying Income Test if such gains are
not directly related to investing in securities (or options and futures with
respect to stock or securities). To date, such regulations have not been
issued.
In years when a Fund or Portfolio distributes amounts in excess of its
earnings and profits, such distributions may be treated in part as a return of
capital. A return of capital is not taxable to a shareholder and has the effect
of reducing the shareholder's basis in the shares.
The proper tax treatment of income or loss realized by the Precious Metals
Fund from the retirement or sale of a Metal-Indexed Note is unclear. The
Precious Metals Fund will report such income or loss as capital or ordinary
income or loss in a manner consistent with any Internal Revenue Service position
on the subject following the publication of such a position. Gain or loss from
the sale or exchange of preferred stock indexed to the price of a natural
resource is expected to be capital gain or loss to the Precious Metals Fund.
DISTRIBUTIONS
As a regulated investment company, each Fund and Portfolio generally will
not be subject to U.S. federal income tax on its investment company taxable
income and net capital gains (any net long-term capital gains in excess of the
sum of net short-term capital losses and capital loss carryovers from prior
years) designated by the Fund or Portfolio as capital gain dividends, if any,
that it distributes to shareholders on a timely basis. Each Fund and Portfolio
intends to distribute to its shareholders, at least annually, substantially all
of its investment company taxable income and any net capital gains. In
addition, amounts not distributed by a Fund or Portfolio on a timely basis in
accordance with a calendar year distribution requirement are subject to a
nondeductible 4% excise tax. To avoid the tax, each Fund and Portfolio must
distribute during each calendar year an amount equal to the sum of (1) at least
98% of its ordinary income (not taking into account any capital gains or losses)
for the calendar year, (2) at least 98% of its capital gains in excess of its
capital losses (and adjusted for certain ordinary losses) for the twelve
month
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<PAGE>
period ending on October 31 of the calendar year, and (3) all ordinary income
and capital gains for previous years that were not distributed during such
years. A distribution will be treated as paid on December 31 of the calendar
year if it is declared by a Fund or Portfolio in October, November or December
of that year to shareholders of record on a date in such a month and paid by the
Fund or Portfolio during January of the following year. Such distributions will
be taxable to shareholders (other than those not subject to federal income tax)
in the calendar year in which the distributions are declared, rather than the
calendar year in which the distributions are received. To avoid application of
the excise tax, each Fund and Portfolio intends to make its distributions in
accordance with the calendar year distribution requirement.
The tax status of each Fund and Portfolio and the distributions which it
may make are summarized in the Class A, B and C Prospectus, the Class D
Prospectus and the Retail Portfolio Prospectus under the captions
"Distributions" and "Taxes", and in the Institutional Prospectus under the
caption "Dividends, Distributions and Taxes." All dividends and distributions
of a Fund or Portfolio, whether received in shares or cash, are taxable and must
be reported on each shareholder's federal income tax return. Distributions
received by tax-exempt shareholders will not be subject to federal income tax to
the extent permitted under the applicable tax exemption.
A portion of the dividends paid by Funds that invest in stock of U.S.
corporations may qualify for the deduction for dividends received by
corporations (subject generally to a 46-day holding period requirement).
Dividends paid by the other Funds generally are not expected to qualify for the
deduction for dividends received by corporations.
Distributions of net capital gains, if any, designated as capital gain
dividends, are taxable as long-term capital gains (generally subject to a 20%
tax rate), regardless of how long the shareholder has held a Fund's or
Portfolio's shares and are not eligible for the dividends received deduction.
Any distributions that are not from a Fund's investment company taxable income
or net capital gains may be characterized as a return of capital to shareholders
or, in some cases, as capital gain. The tax treatment of dividends and
distributions will be the same whether a shareholder reinvests them in
additional shares or elects to receive them in cash. A Portfolio will not be
able to offset gains realized by one Fund in which such Portfolio invests
against losses realized by another Fund in which such Portfolio invests. A
Portfolio's use of a fund-of-funds structure could therefore affect the amount,
timing and character of distributions to shareholders.
Dividends and distributions on shares of a Fund or Portfolio are generally
subject to federal income tax as described herein to the extent they do not
exceed the Fund's or Portfolio's realized income and gains, even though such
dividends and distributions may economically represent a return of a particular
shareholder's investment. Such distributions are likely to occur in respect of
shares purchased at a time when the net asset value of a Fund or Portfolio
reflects gains that are either unrealized, or realized but not distributed.
SALES OF SHARES
Upon the disposition of shares of a Fund or Portfolio (whether by
redemption, sale or exchange), a shareholder will realize a gain or loss. Such
gain or loss will be capital gain or loss if the shares are capital assets in
the shareholder's hands, and will be long-term or short-term generally depending
upon the shareholder's holding period for the shares. Long-term capital gains
will generally be taxed at a federal income tax rate of 20%. Any loss realized
on a disposition will be disallowed to the extent the shares disposed of are
replaced within a period of 61 days beginning 30 days before and ending 30 days
after the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on a disposition of shares held by the shareholder for six months or
less will be treated as a long-term capital loss to the extent of any
distributions of capital gain dividends received by the shareholder with respect
to such shares. Depending on a Portfolio's percentage ownership in an Underlying
PIMCO Fund both before and after a redemption, a Portfolio's redemption of
shares of such Fund may cause the Portfolio to be treated as not receiving
capital gain income on the amount by which the distribution exceeds the
Portfolio's tax basis in the shares of the Underlying PIMCO Fund, but instead to
be treated as receiving a dividend taxable as ordinary income on the full amount
of the distribution. This
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<PAGE>
could cause shareholders of a Portfolio to recognize higher amounts of
ordinary income than if the shareholders had held the shares of the Underlying
PIMCO Funds directly.
BACKUP WITHHOLDING
A Fund or Portfolio may be required to withhold 31% of all taxable
distributions payable to shareholders who fail to provide the Fund or Portfolio
with their correct taxpayer identification number or to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. Corporate shareholders and certain other
shareholders specified in the Code generally are exempt from such backup
withholding. Backup withholding is not an additional tax. Any amounts withheld
may be credited against the shareholder's U.S. federal tax liability.
OPTIONS, FUTURES, FORWARD CONTRACTS AND SWAP AGREEMENTS
To the extent such investments are permissible for a Fund, the Fund's
transactions in options, futures contracts, hedging transactions, forward
contracts, straddles and foreign currencies will be subject to special tax rules
(including mark-to-market, constructive sale, straddle, wash sale and short sale
rules), the effect of which may be to accelerate income to the Fund, defer
losses to the Fund, cause adjustments in the holding periods of the Fund's
securities, convert long-term capital gains into short-term capital gains and
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders, including the Portfolios.
PASSIVE FOREIGN INVESTMENT COMPANIES
Investment by a Fund in certain "passive foreign investment companies"
could subject the Fund to a U.S. federal income tax (including interest charges)
on distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to Fund shareholders. However, the Fund may elect to treat a
passive foreign investment company as a "qualified electing fund," in which case
the Fund will be required to include its share of the company's income and net
capital gain annually, regardless of whether it receives any distribution from
the company. The Fund also may make an election to mark the gains (and to a
limited extent losses) in such holdings "to the market" as though it had sold
and repurchased its holdings in those PFICs on the last day of the Fund's
taxable year. Such gains and losses are treated as ordinary income and loss.
The QEF and mark-to-market elections may have the effect of accelerating the
recognition of income (without the receipt of cash) and increase the amount
required to be distributed for the Fund to avoid taxation. Making either of
these elections therefore may require a Fund to liquidate other investments
(including when it is not advantageous to do so) to meet its distribution
requirement, which also may accelerate the recognition of gain and affect a
Fund's total return.
FOREIGN CURRENCY TRANSACTIONS
A Fund's transactions in foreign currencies, foreign currency-denominated
debt securities and certain foreign currency options, futures contracts and
forward contracts (and similar instruments) may give rise to ordinary income or
loss to the extent such income or loss results from fluctuations in the value of
the foreign currency concerned.
FOREIGN TAXATION
Income received by the Funds from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes. In addition, the Adviser and each Portfolio Manager intends to manage
the Funds with the intention of minimizing foreign taxation in cases where it is
deemed prudent to do so. If more than 50% of the value of a Fund's
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total assets at the close of its taxable year consists of securities of foreign
corporations, such Fund will be eligible to elect to "pass-through" to the
Fund's shareholders the amount of eligible foreign income and similar taxes paid
by the Fund. If this election is made, a shareholder generally subject to tax
will be required to include in gross income (in addition to taxable dividends
actually received) his pro rata share of the foreign taxes paid by the Fund, and
may be entitled either to deduct (as an itemized deduction) his or her pro rata
share of foreign taxes in computing his taxable income or to use it as a foreign
tax credit against his or her U.S. federal income tax liability, subject to
certain limitations. In particular, shareholders must hold their shares (without
protection from risk of loss) on the ex-dividend date and for at least 15 more
days during the 30-day period surrounding the ex-dividend date to be eligible to
claim a foreign tax credit with respect to a gain dividend. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize deductions.
Each shareholder will be notified within 60 days after the close of the Fund's
taxable year whether the foreign taxes paid by the Fund will "pass-through" for
that year.
Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his or her total
foreign source taxable income. For this purpose, if the pass-through election
is made, the source of the electing Fund's income will flow through to
shareholders of the Trust. With respect to such Funds, gains from the sale of
securities will be treated as derived from U.S. sources and certain currency
fluctuation gains, including fluctuation gains from foreign currency-denominated
debt securities, receivables and payables will be treated as ordinary income
derived from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source passive income, and to certain other types of
income. Shareholders may be unable to claim a credit for the full amount of
their proportionate share of the foreign taxes paid by the Fund. The foreign tax
credit can be used to offset only 90% of the revised alternative minimum tax
imposed on corporations and individuals and foreign taxes generally are not
deductible in computing alternative minimum taxable income. Although a
Portfolio may itself be entitled to a deduction for such taxes paid by an
Underlying PIMCO Fund in which the Portfolio invests, the Portfolio will not be
able to pass any such credit or deduction through to its own shareholders.
ORIGINAL ISSUE DISCOUNT
Some of the debt securities (with a fixed maturity date of more than one
year from the date of issuance) that may be acquired by a Fund may be treated as
debt securities that are issued originally at a discount. Generally, the amount
of the original issue discount ("OID") is treated as interest income and is
included in income over the term of the debt security, even though payment of
that amount is not received until a later time, usually when the debt security
matures. A portion of the OID includable in income with respect to certain
high-yield corporate debt securities may be treated as a dividend for U.S.
federal income tax purposes.
Some of the debt securities (with a fixed maturity date of more than one
year from the date of issuance) that may be acquired by a Fund in the secondary
market may be treated as having market discount. Generally, any gain recognized
on the disposition of, and any partial payment of principal on, a debt security
having market discount is treated as ordinary income to the extent the gain, or
principal payment, does not exceed the "accrued market discount" on such debt
security. Market discount generally accrues in equal daily installments. A
Fund may make one or more of the elections applicable to debt securities having
market discount, which could affect the character and timing of recognition of
income.
Some debt securities (with a fixed maturity date of one year or less from
the date of issuance) that may be acquired by a Fund may be treated as having
acquisition discount, or OID in the case of certain types of debt securities.
Generally, the Fund will be required to include the acquisition discount, or
OID, in income over the term of the debt security, even though payment of that
amount is not received until a later time, usually when the debt security
matures. The Fund may make one or more of the elections applicable to debt
securities having acquisition discount, or OID, which could affect the character
and timing of recognition of income.
A Fund generally will be required to distribute dividends to shareholders
representing discount on debt securities that is currently includable in income,
even though cash representing such income may not have been
69
<PAGE>
received by the Fund. Cash to pay such dividends may be obtained from sales
proceeds of securities held by the Fund.
OTHER TAXATION
Pursuant to Treasury Department regulations, certain expenses of
nonpublicly offered regulated investment companies, including advisory fees, are
not deductible by those regulated investment companies for purposes of
calculating the income of certain shareholders, generally including individuals
and entities that compute their taxable income in the same manner as an
individual (thus, for example, a qualified pension plan is not subject to this
rule). The shareholder's pro rata portion of such expenses will be treated as
income to the shareholder and will be deductible by the shareholder, subject to
the 2% "floor" on miscellaneous itemized deductions and other limitations on
itemized deductions set forth in the Code. A regulated investment company
generally will be classified as nonpublicly offered unless it either has 500
shareholders at all times during a taxable year or continuously offers shares
pursuant to a public offering.
Distributions also may be subject to additional state, local and foreign
taxes, depending on each shareholder's particular situation. Under the laws of
various states, distributions of investment company taxable income generally are
taxable to shareholders even though all or a substantial portion of such
distributions may be derived from interest on certain federal obligations which,
if the interest were received directly by a resident of such state, would be
exempt from such state's income tax ("qualifying federal obligations").
However, some states may exempt all or a portion of such distributions from
income tax to the extent the shareholder is able to establish that the
distribution is derived from qualifying federal obligations. Moreover, for
state income tax purposes, interest on some federal obligations generally is not
exempt from taxation, whether received directly by a shareholder or through
distributions of investment company taxable income (for example, interest on
FNMA Certificates and GNMA Certificates). Each Fund and Portfolio will provide
information annually to shareholders indicating the amount and percentage of its
dividend distribution which is attributable to interest on federal obligations,
and will indicate to the extent possible from what types of federal obligations
such dividends are derived. The Trust is organized as a Massachusetts business
trust. Under current law, so long as each Fund and Portfolio qualifies for the
federal income tax treatment described above, it is believed that neither the
Trust nor any Fund or Portfolio will be liable for any income or franchise tax
imposed by Massachusetts. Shareholders, in any event, are advised to consult
their own tax advisers with respect to the particular tax consequences to them
of an investment in a Fund or Portfolio.
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 or Portfolio, each
shareholder is entitled to receive his pro rata share of the net assets of that
Fund or Portfolio.
PERFORMANCE INFORMATION
Performance information is computed separately for each class of a Fund or
Portfolio. Each Fund and Portfolio may from time to time include the total
return of each class of its shares in advertisements or in information furnished
to present or prospective shareholders. The Renaissance and Balanced Funds and
the 30/70 Portfolio may from time to time include the yield and total return of
each class of their shares in advertisements or information furnished to present
or prospective shareholders. Each Fund and Portfolio may from time to time
70
<PAGE>
include in advertisements the total return of each class (and yield of each
class in the case of the Renaissance and Balanced Funds and the 30/70 Portfolio)
and the ranking of those performance figures relative to such figures for groups
of mutual funds categorized by Lipper Analytical Services as having the same
investment objectives. Information provided to any newspaper or similar listing
of the Fund's or Portfolio's net asset values and public offering prices will
separately present each class of shares. The Funds and Portfolios also may
compute current distribution rates and use this information in their
Prospectuses and Statement of Additional Information, in reports to current
shareholders, or in certain types of sales literature provided to prospective
investors.
CALCULATION OF YIELD
Quotations of yield for certain of the Funds and Portfolios will be based
on all investment income per share (as defined by the SEC) during a particular
30-day (or one month) period (including dividends and interest), less expenses
accrued during the period ("net investment income"), and are computed by
dividing net investment income by the maximum offering price per share on the
last day of the period, according to the following formula:
YIELD = 2[( a-b + 1)/6/ -1]
---
cd
where a = dividends and interest earned during the period,
b = expenses accrued for the period (net of reimbursements),
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends, and
d = the maximum offering price per share on the last day of the
period.
For the one month period ended [December 31, 1998], the yields of the
Balanced Fund and Renaissance Fund were as follows (Class D shares were not
offered during the period listed)[to be updated in a post-effective amendment]:
<TABLE>
<CAPTION>
FUND INSTITUTIONAL CLASS ADMINISTRATIVE CLASS CLASS A CLASS B CLASS C
- ---- -------------------- -------------------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balanced Fund 3.01% N/A 2.47% 1.86% 1.87%
Renaissance Fund 0.67% N/A 0.25% -0.48% -0.48%
</TABLE>
The yield of a Fund or Portfolio will vary from time to time depending upon
market conditions, the composition of its portfolio and operating expenses of
the Trust allocated to the Fund or Portfolio or its classes of shares. These
factors, possible differences in the methods used in calculating yield should be
considered when comparing a Fund's or Portfolio's yield to yields published for
other investment companies and other investment vehicles. Yield should also be
considered relative to changes in the value of a Fund's or Portfolio's various
classes of shares. These yields do not take into account any applicable
contingent deferred sales charges.
The Trust, in its advertisements, may refer to pending legislation from
time to time and the possible impact of such legislation on investors,
investment strategy and related matters. This would include any tax proposals
and their effect on marginal tax rates and tax-equivalent yields. At any time
in the future, yields and total return may be higher or lower than past yields
and there can be no assurance that any historical results will continue.
CALCULATION OF TOTAL RETURN
Quotations of average annual total return for a Fund or Portfolio, or a
class of shares thereof, will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in the Fund,
71
<PAGE>
Portfolio or class over periods of one, five, and ten years (up to the life of
the Fund or Portfolio), calculated pursuant to the following formula: P (1 +
T)/n/ = ERV (where P = a hypothetical initial payment of $1,000, T = the average
annual total return, n = the number of years, and ERV = the ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the period).
Except as noted below, all total return figures reflect the deduction of a
proportionate share of Fund, Portfolio or class expenses on an annual basis, and
assume that (i) the maximum sales load (or other charges deducted from payments)
is deducted from the initial $1,000 payment and that the maximum contingent
deferred sales charge, if any, is deducted at the times, in the amounts, and
under the terms disclosed in the Prospectuses and (ii) all dividends and
distributions are reinvested when paid. Quotations of total return may also be
shown for other periods. The Funds and Portfolios may also, with respect to
certain periods of less than one year, provide total return information for that
period that is unannualized. Under applicable regulations, any such information
is required to be accompanied by standardized total return information.
The table below sets forth the average annual total return of certain
classes of shares of the following Funds for periods ended June 30, 1998. For
periods prior to the "Inception Date" of a particular class of a Fund's shares,
total return presentations for the class are based on the historical performance
of Institutional Class shares of the Fund (the oldest class) adjusted, as
necessary, to reflect any current sales charges (including any contingent
deferred sales charges) associated with the newer class and any different
operating expenses associated with the newer class, such as 12b-1 distribution
and servicing fees (which are not paid by the Institutional Class) and
administrative fee charges.
AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED [DECEMBER 31, 1998]*
[Note: This table to be updated in a Post-Effective Amendment filed under Rule
485(b) prior to the effective date of this Amendment]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
SINCE
INCEPTION INCEPTION INCEPTION
FUND CLASS** 1 YEAR 5 YEARS OF FUND DATE OF DATE OF
(ANNUALIZED) FUND CLASS
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Equity Income Institutional 21.84% 18.12% 17.50% 03/08/91 03/08/91
Administrative 21.58% 17.83% 17.21% 11/30/94
Class A 14.68% 16.33% 16.13% 1/17/97
Class B 15.47% 16.58% 16.18% 1/17/97
Class C 19.51% 16.80% 16.18% 1/17/97
Class D 21.38% 17.66% 17.04% 4/8/98
- ---------------------------------------------------------------------------------------
Value Institutional 19.35% 19.03% 17.84% 12/30/91 12/30/91
Administrative 19.14% 18.76% 17.57% 1/17/97
Class A 12.32% 17.22% 16.35% 1/17/97
Class B 12.98% 17.48% 16.51% 1/17/97
Class C 16.98% 17.69% 16.51% 1/17/97
Class D 18.90% 18.57% 17.38% 4/8/98
- ---------------------------------------------------------------------------------------
Small-Cap Institutional 17.76% 17.56% 17.65% 10/1/91 10/1/91
Value Administrative 17.41% 17.27% 17.36% 11/1/95
Class A 10.88% 15.78% 16.21% 1/17/97
Class B 11.40% 16.02% 16.33% 1/17/97
Class C 15.42% 16.25% 16.33% 1/17/97
- ---------------------------------------------------------------------------------------
Capital Institutional 32.97% 22.14% 20.79% 3/8/91 3/8/91
Appreciation Administrative 32.55% 21.84% 20.49% 1/17/97
Class A 25.11% 20.30% 19.39% 1/17/97
Class B 26.39% 20.58% 19.43% 1/17/97
Class C 30.40% 20.77% 19.43% 1/17/97
Class D 32.38% 21.65% 20.30% 4/8/98
- ---------------------------------------------------------------------------------------
</TABLE>
72
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mid-Cap Institutional 26.16% 20.25% 19.55% 8/26/91 8/26/91
Growth Administrative 25.75% 19.92% 19.23% 11/30/94
Class A 18.80% 18.43% 18.10% 1/17/97
Class B 19.76% 18.69% 18.20% 1/17/97
Class C 23.70% 18.89% 18.20% 1/17/97
Class D 25.63% 19.77% 19.07% 4/8/98
- ---------------------------------------------------------------------------------------
Micro-Cap Institutional 33.95% 24.91% 24.80% 6/25/93 6/25/93
Growth Administrative 33.70% 24.61% 24.51% 4/1/96
- ---------------------------------------------------------------------------------------
Small-Cap Institutional 19.33% 15.69% 22.09% 1/7/91 1/7/91
Growth Administrative 18.90% 15.52% 21.88% 9/27/95
- ---------------------------------------------------------------------------------------
Enhanced Institutional 32.33% 21.02% 17.70% 2/11/91 2/11/91
Equity Administrative 31.85% 20.69% 17.39% 1/17/97
- ---------------------------------------------------------------------------------------
Emerging Institutional -27.08% 2.12% 2.38% 6/1/93 6/1/93
Markets Administrative -27.31% 1.83% 2.09% 11/1/94
Class A -31.40% 0.56% 0.84% 1/17/97
Class B -31.47% 0.60% 1.05% 1/17/97
Class C -28.58% 0.97% 1.23% 1/17/97
- ---------------------------------------------------------------------------------------
International Institutional 15.69% 13.04% 12.13% 6/8/93 6/8/93
Developed Administrative 15.33% 12.74% 11.83% 11/30/94
Class A 9.14% 11.34% 10.46% 1/17/97
Class B 9.32% 11.50% 10.72% 1/17/97
Class C 13.38% 11.77% 10.87% 1/17/97
- ---------------------------------------------------------------------------------------
International Institutional N/A N/A 35.50% 12/31/97 12/31/97
Growth
- ---------------------------------------------------------------------------------------
Balanced Institutional 19.91% 14.18% 14.04% 6/25/92 6/25/92
Class A 12.83% 12.44% 12.52% 1/17/97
Class B 13.59% 12.66% 12.77% 1/17/97
Class C 17.59% 12.90% 12.76% 1/17/97
- ---------------------------------------------------------------------------------------
Core Equity Institutional 41.83% N/A 28.57% 12/28/94 12/28/94
Administrative 41.55% N/A 28.28% 5/31/95
- ---------------------------------------------------------------------------------------
</TABLE>
73
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mid-Cap Equity Institutional 30.40% N/A 24.54% 12/28/94 12/28/94
Administrative 30.09% N/A 24.24% 1/17/97
- ---------------------------------------------------------------------------------------
</TABLE>
* Average annual total return presentations for a particular class of
shares assume payment of the current maximum sales charge (if any)
applicable to that class at the time of purchase and assume that the
maximum CDSC (if any) for Class A, Class B and Class C shares was deducted
at the times, in the amounts, and under the terms discussed in the Class A,
B and C Prospectus.
** For all Funds listed above, Class A, Class B, Class C, Class D and
Administrative Class total return presentations for periods prior to the
Inception Date of a particular class reflect the prior performance of
Institutional Class shares of the Fund (the oldest class) adjusted to
reflect the actual sales charges (none in the case of Class D and the
Administrative Class) of the newer class. The adjusted performance also
reflects the higher Fund operating expenses applicable to Class A, Class B,
Class C, Class D and Administrative Class shares. These include (i) 12b-1
distribution and servicing fees, which are not paid by the Institutional
Class and are paid by Class B and Class C (at a maximum rate of 1.00% per
annum) and Class A and the Administrative Class (at a maximum rate of .25%
per annum), and may be paid by Class D (at a maximum rate of .25% per
annum) and (ii) administrative fee charges associated with Class A, Class B
and Class C shares (a maximum differential of .15% per annum) and Class D
shares (a maximum differential of 0.40% per annum).
The table below sets forth the average annual total return of certain
classes of shares of the following Funds (each of which was a series of PAF
prior to its reorganization as a Fund of the Trust on January 17, 1997) for
periods ended June 30, 1998. Accordingly,"Inception Date of Fund" refers to the
inception date of the PAF predecessor series. Since Class C shares were offered
since the inception of each PAF series, total return presentations for periods
prior to the Inception Date of the other classes (with the exception of Class D
shares of the Innovation Fund) are based on the historical performance of Class
C shares, adjusted to reflect any current sales charges (including any
contingent deferred sales charges) associated with the newer class and any
different operating expenses associated with the newer class, such as 12b-1
distribution and servicing fees and administrative fee charges. As described
below, performance presentations for periods prior to the Inception Date of
Class D shares of the Innovation Fund are based on the historical performance of
Class A shares.
AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED [DECEMBER 31, 1998]*
[Note: This table to be updated in a Post-Effective Amendment filed under Rule
485(b) prior to the effective date of this Amendment]
<TABLE>
<CAPTION>
SINCE INCEPTION INCEPTION INCEPTION
OF FUND DATE OF DATE OF
FUND CLASS*** 1 YEAR 5 YEARS 10 YEARS (ANNUALIZED) FUND CLASS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Renaissance** Class A 23.78% 20.28% 14.69%(#) 14.65%(#) 4/18/88 2/1/91
Class B 24.99% 20.59% 14.48% 14.43% 5/22/95
Class C 28.98% 20.75% 14.47% 14.42% 4/18/88
Class D 30.99%(#) 21.66%(#) 15.33%(#) 15.28%(#) 4/8/98
Institutional 31.48%(#) 22.14%(#) 15.79%(#) 15.74%(#) 12/30/97
- -----------------------------------------------------------------------------------------------------------
Growth Class A 33.27% 18.92% 17.49%(#) 18.33%(#) 2/24/84 10/26/90
Class B 34.97% 19.18% 17.30% 17.93% 5/23/95
Class C 38.99% 19.37% 17.29% 17.92% 2/24/84
- -----------------------------------------------------------------------------------------------------------
Target Class A 20.47% 18.04% N/A 18.98% 12/17/92 12/17/92
Class B 21.70% 18.26% N/A 19.21% 5/22/95
Class C 25.58% 18.46% N/A 19.29% 12/17/92
- -----------------------------------------------------------------------------------------------------------
</TABLE>
74
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Opportunity Class A 7.61% 12.00% 18.32%(#) 18.05%(#) 2/24/84 12/17/90
Class C 12.01% 12.42% 18.12% 17.65% 2/24/84
- -----------------------------------------------------------------------------------------------------------
Innovation Class A 39.96% N/A N/A 30.20% 12/22/94 12/22/94
Class B 41.95% N/A N/A 30.88% 5/22/95
Class C 45.97% N/A N/A 31.30% 12/22/94
Class D 48.10% N/A N/A 32.31% 4/8/98
- -----------------------------------------------------------------------------------------------------------
International** Class A 3.90% 7.38% 7.80%(#) 7.86%(#) 8/25/86 2/1/91
Class B 4.21% 7.51% 7.62% 7.59% 5/22/95
Class C 8.19% 7.78% 7.61% 7.58% 8/25/86
Institutional 10.44%(#) 9.02%(#) 8.85%(#) 8.82%(#) 9/30/98
Administrative 10.17%(#) 8.75%(#) 8.58%(#) 8.55%(#) 9/30/98
- -----------------------------------------------------------------------------------------------------------
Precious Metals** Class A -42.96% -14.91% N/A -6.49%(#) 10/10/88 2/1/91
Class B -43.47% -15.01% N/A -6.70% 6/15/95
Class C -41.28% -14.71% N/A -6.72% 10/10/88
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Average annual total return presentations for a particular class of shares
assume payment of the current maximum sales charge (if any) applicable to that
class at the time of purchase and assume that the maximum CDSC (if any) for
Class A, B and C shares was deducted at the times, in the amounts, and under the
terms discussed in the Class A, B and C Prospectus.
** The investment objective and policies of the Renaissance Fund and
International Fund were changed effective February 1, 1992 and September 1,
1992, respectively. The investment objective and policies of the Precious
Metals Fund were changed effective November 15, 1994. Performance information
for prior periods does not necessarily represent results that would have been
obtained had the current investment objective and policies been in effect for
all periods.
*** Class A, Class B, Class D, Institutional Class and Administrative Class
total return presentations for the Funds listed for periods prior to the
Inception Date of the particular class of a Fund (with the exception of Class D
shares of the Innovation Fund) reflect the prior performance of Class C shares
of the former PAF series, adjusted to reflect the actual sales charges (or no
sales charges in the case of Class D, Institutional Class and Administrative
Class shares) of the newer class. The adjusted performance also reflects any
different operating expenses associated with the newer class. These include (i)
12b-1 distribution and servicing fees, which are paid by Class C and Class B (at
a maximum rate of 1.00% per annum) and Class A and the Administrative Class (at
a maximum rate of .25% per annum), may be paid by Class D (at a maximum rate of
.25% per annum), and are not paid by the Institutional Class and (ii)
administrative fee charges, which are lower than Class C charges for the
Institutional and Administrative Classes (a maximum differential of .15% per
annum) and higher for Class D (a maximum differential of .25% per annum).
(Administrative fee charges are the same for Class A, B and C shares.)
Performance presentations for periods prior to the Inception Date of Class D
shares of the Innovation Fund are based on the historical performance of Class A
shares (which were also offered since the inception of the former PAF series),
adjusted in the manner described above.
Note also that, prior to January 17, 1997, Class A, Class B and Class C shares
of the former PAF Funds were subject to a variable level of expenses for such
services as legal, audit, custody and transfer agency services. As described in
the Class A, B and C Prospectus, for periods subsequent to January 17, 1997,
Class A, Class B and Class C shares of the Trust are subject to a fee structure
which essentially fixes these expenses (along with other administrative
expenses) under a single administrative fee based on the average daily net
assets of a Fund attributable to Class A, Class B and Class C shares. Under the
current fee structure, the Growth Fund, Target Fund, Opportunity Fund and
International Fund are expected to have higher total Fund operating expenses
than their predecessors had under the fee structure for PAF (prior to January
17, 1997). All other things being equal, such higher expenses have an adverse
effect on total return performance for these Funds after January 17, 1997.
(#) WHERE NOTED, THE METHOD OF ADJUSTMENT USED IN THE TABLE ABOVE FOR PERIODS
PRIOR TO THE INCEPTION DATE OF THE NOTED CLASSES OF THE NOTED FUNDS RESULTED IN
PERFORMANCE FOR THE PERIOD SHOWN WHICH IS HIGHER THAN IF THE HISTORICAL CLASS C
SHARE PERFORMANCE (I.E., THE OLDEST CLASS) WERE NOT ADJUSTED TO REFLECT THE
LOWER OPERATING EXPENSES OF THE NEWER CLASS. The following table shows the lower
performance figures that would be obtained if the performance for newer classes
with lower operating expenses were calculated by essentially tacking to such
classes actual performance the actual performance (with adjustment for actual
sales charges) of Class C shares, with their higher operating expenses, for
periods prior to the
75
<PAGE>
initial offering date of the newer class (i.e., the total return presentations
below are based, for periods prior to the Inception Date of the noted classes,
on the historical performance of Class C shares adjusted to reflect the current
sales charges (if any) associated with the newer class, but not reflecting lower
---
operating expenses associated with the newer class, such as lower administrative
fee charges and/or 12b-1 distribution and servicing fee charges).
TOTAL RETURN FOR PERIODS ENDED [DECEMBER 31, 1998]
(with no adjustment for operating expenses of the noted
classes for periods prior to their inception dates)
[Note: This table to be updated in a Post-Effective Amendment filed under Rule
485(b) prior to the effective date of this Amendment]
<TABLE>
<CAPTION>
SINCE INCEPTION
OF FUND
FUND CLASS 1 YEAR 5 YEARS 10 YEARS (ANNUALIZED)
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Renaissance Class A -- -- 14.46% 14.42%
Class D 30.25% 20.80% 14.50% 14.45%
Institutional 30.73% 20.89% 14.54% 14.49%
----------------------------------------------------------------------------------
Growth Class A -- -- 17.29% 17.92%
----------------------------------------------------------------------------------
Opportunity Class A -- -- 18.10% 17.64%
----------------------------------------------------------------------------------
International Class A -- -- 7.59% 7.56%
Institutional 9.18% 7.78% 7.61% 7.58%
Administrative 9.18% 7.78% 7.61% 7.58%
----------------------------------------------------------------------------------
Precious Metals Class A -- -- N/A -6.66%
----------------------------------------------------------------------------------
</TABLE>
Shares of the Portfolios were initially offered on October 1, 1998 and no
performance information is provided in this Statement of Additional Information
for the Portfolios.
Performance information for a Fund or Portfolio may also be compared to:
(i) the Standard & Poor's 500 Composite Stock Price Index, the Dow Jones
Industrial Average, the Morgan Stanley Capital International EAFE (Europe,
Australasia, Far East) Index, the Morgan Stanley Capital International Emerging
Markets Free Index, the International Finance Corporation Emerging Markets
Index, the Baring Emerging Markets Index, or other unmanaged indexes that
measure performance of a pertinent group of securities; (ii) other groups of
mutual funds tracked by Lipper Analytical Services ("Lipper"), a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall performance or other
criteria; and (iii) the Consumer Price Index (measure for inflation) to assess
the real rate of return from an investment in the Funds. Unmanaged indexes
(i.e., other than Lipper) generally do not reflect deductions for administrative
and management costs or expenses. The Adviser and any of the Portfolio Managers
may also report to shareholders or to the public in advertisements concerning
the performance of the Adviser and/or the Portfolio Managers as advisers to
clients other than the Trust, and on the comparative performance or standing of
the Adviser and/or the Portfolio Managers in relation to other money managers.
Such comparative information may be compiled or provided by independent ratings
services or by news organizations. Any performance information, whether related
to the Funds or Portfolios, the Adviser or the Portfolio Managers, should be
considered in light of the Funds' or Portfolios' investment objectives and
policies, characteristics and quality, and the market conditions during the time
period indicated, and should not be considered to be representative of what may
be achieved in the future.
The total return of each class (and yield of each class in the case of the
Renaissance and Balanced Funds and the 30/70 Portfolio) may be used to compare
the performance of each class of a Fund's or Portfolio's shares against certain
widely acknowledged standards or indexes for stock and bond market performance,
against interest
76
<PAGE>
rates on certificates of deposit and bank accounts, against the yield on money
market funds, against the cost of living (inflation) index, and against
hypothetical results based on a fixed rate of return.
The S&P's Composite Index of 500 Stocks (the "S&P 500") is a market value-
weighted and unmanaged index showing the changes in the aggregate market value
of 500 stocks relative to the base period 1941-43. The S&P 500 is composed
almost entirely of common stocks of companies listed on the New York Stock
Exchange, although the common stocks of a few companies listed on the American
Stock Exchange or traded over-the-counter are included. The 500 companies
represented include 385 industrial, 15 transportation, 45 utilities and 55
financial services concerns. The S&P 500 represents about 77% of the market
value of all issues traded on the New York Stock Exchange.
The S&P's 400 Mid-Cap Index (the "S&P 400 Mid-Cap Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 400 stocks of companies whose capitalization range from $100 million to
over $5 billion and which represent a wide range of industries. As of September
30, 1997, approximately 22% of the 400 stocks were stocks listed on the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system, 76%
were stocks listed on the New York Stock Exchange and 7% were stocks listed on
the American Stock Exchange. The Standard & Poor's Midcap 400 Index P/TR
consists of 400 domestic stocks chosen for market size (median market
capitalization of $1.52 billion), liquidity and industry group representation.
It is a market value-weighted index (stock price times shares outstanding), with
each stock affecting the index in proportion to its market value. The index is
comprised of industrials, utilities, financials and transportation, in size
order.
The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market value-weighted
and unmanaged index showing the changes in the aggregate market value of
approximately 3,500 stocks relative to the base measure of 100.00 on February 5,
1971. The NASDAQ Index is composed entirely of common stocks of companies
traded over-the-counter and often through the NASDAQ system. Only those over-
the-counter stocks having only one market maker or traded on exchanges are
excluded.
The Russell 2000 Small Stock Index is an unmanaged index of the 2000
smallest securities in the Russell 3000 Index, representing approximately 7% of
the Russell 3000 Index. The Russell 3000 Index represents approximately 98% of
the U.S. equity market by capitalization. The Russell 1000 Index is composed of
the 1,000 largest companies in the Russell 3000 Index. The Russell 1000 Index
represents the universe of stocks from which most active money managers
typically select. This large cap index is highly correlated with the S&P 500.
The Russell 1000 Value Index contains stocks from the Russell 1000 Index with a
less-than-average growth orientation. It represents the universe of stocks from
which value managers typically select.
The Lehman Government Bond Index (the "SL Government Index") is a measure
of the market value of all public obligations of the U.S. Treasury; all
publicly-issued debt of all agencies of the U.S. Government and all quasi-
federal corporations; and all corporate debt guaranteed by the U.S. Government.
Mortgage-backed securities, flower bonds and foreign targeted issues are not
included in the SL Government Index.
The Lehman Government/Corporate Bond Index (the "SL Government/Corporate
Index") is a measure of the market value of approximately 5,000 bonds. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher by an NRSRO.
BanXquote Money Market, a service of Masterfund Inc., provides the average
rate of return paid on 3-month certificates of deposit offered by major banks
and the average rate paid by major banks on bank money market funds. The
Donoghue Organization, Inc., a subsidiary of IBC USA Inc., publishes the Money
Fund Report which lists the 7-day average yield paid on money market funds.
77
<PAGE>
From time to time, the Trust may use, in its advertisements or information
furnished to present or prospective shareholders, data concerning the
performance and ranking of certain countries' stock markets, including
performance and ranking data based on annualized returns over one-, three-,
five- and ten-year periods. The Trust may also use data about the portion of
world equity capitalization represented by U.S. securities. As of December 31,
1997, the U.S. equity market capitalization represented approximately 40% of the
equity market capitalization of all the world's markets. This compares with 52%
in 1980 and 70% in 1972.
From time to time, the Trust may use, in its advertisements and other
information relating to certain of the Funds and Portfolios, data concerning the
performance of stocks relative to that of fixed income investments and relative
to the cost of living over various periods of time. The table below sets forth
the annual returns for each calendar year from 1973 through 1997 (as well as a
cumulative return and average annual return for that 25 year period) for the S&P
500 and Treasury bills (using the formula set forth after the table) as well as
the rates of inflation (based on the Consumer Price Index) during such
periods.
<TABLE>
<CAPTION>
Consumer Price
Period S&P 500 Treasury Bills Index
- ------ -------- --------------- ---------------
<S> <C> <C> <C>
1973 -14.7 6.9 8.8
1974 -26.5 8.0 12.2
1975 37.2 5.8 7.0
1976 23.8 5.0 4.8
1977 -7.2 5.1 6.8
1978 6.5 7.2 9.0
1979 18.4 10.4 13.3
1980 32.4 11.2 12.4
1981 -4.9 14.7 8.9
1982 21.4 10.5 3.8
1983 22.5 8.8 3.8
1984 6.3 9.9 3.9
1985 32.2 7.7 3.8
1986 18.5 6.1 1.1
1987 5.2 5.5 4.4
1988 16.8 6.3 4.4
1989 31.5 8.4 4.6
1990 -3.2 7.8 6.1
1991 30.5 5.6 3.1
1992 7.7 3.5 2.9
1993 10.1 2.9 2.7
1994 1.3 3.9 2.7
1995 37.4 5.6 2.7
1996 23.1 5.2 3.3
1997 33.4 5.3 1.7
- -------------------------------------------------------------------
Cumulative Return
1973-1997 2,059.4% 464.1% 279.6%
- -------------------------------------------------------------------
Average Annual Return
1973-1997 13.1% 7.1% 5.5%
- -------------------------------------------------------------------
</TABLE>
The average returns for Treasury bills were computed using the following
method. For each month during a period, the Treasury bill having the shortest
remaining maturity (but not less than one month) was selected. (Only the
remaining maturity was considered; the bill's original maturity was not
considered). The return for the selected Treasury bill was computed based on
the price of the bill as of the last trading day of the previous month and the
price on the last trading day of the current month. The price of the bill (P)
at each time (t) is given by:
P\\t\\ = [ 1- rd ]
---
[ 360 ]
where,
78
<PAGE>
r = decimal yield on the bill at time t (the average of bid
and ask quotes); and
d = the number of days to maturity as of time t.
Advertisements and information relating to the Target Fund may use data
comparing the performance of stocks of medium-sized companies to that of other
companies. The following table sets forth the annual returns for each year from
March 1981 (inception of Mid-Cap Index) through December 31, 1997 (as well as a
cumulative return and average annual return for this period) for stocks of
medium-sized companies (based on the Standard & Poor's Mid-Cap Index), stocks
of small companies (based on the Russell 2000 Index) and stocks of larger
companies (based on the S&P 500).
<TABLE>
<CAPTION>
Small Mid-Size Large
Period Companies Companies Companies
- ------ ---------- ---------- ----------
<S> <C> <C> <C>
1981 (2/28 -12/31) 1.8 10.6 -2.5
1982 25.0 22.7 21.4
1983 29.1 26.1 22.5
1984 -7.3 1.2 6.3
1985 31.1 36.0 32.2
1986 5.7 16.2 18.5
1987 -8.8 -2.0 5.2
1988 24.9 20.9 16.8
1989 16.2 35.6 31.5
1990 -19.5 -5.1 -3.2
1991 46.1 50.1 30.5
1992 18.4 11.9 7.7
1993 18.9 14.0 10.1
1994 -1.8 -3.6 1.3
1995 28.4 30.9 37.6
1996 16.5 19.2 22.9
1997 22.8 32.3 33.4
- -----------------------------------------------------------
Cumulative Return
2/28/81-12/31/97 731.7% 1,482.1% 1,235.3%
- -----------------------------------------------------------
Average Annual Return
2/28/81-12/31/97 13.4% 17.8% 16.6%
- -----------------------------------------------------------
</TABLE>
From time to time, the Trust may use, in its advertisements and other
information relating to the Precious Metals Fund, data concerning the relevant
performance and volatility of portfolios consisting of all stocks, portfolios
consisting of all bonds and portfolios consisting of stocks and bonds blended
with stocks of companies engaged in the extraction, processing, distribution or
marketing of gold and other precious metals. The following table shows the
annual returns for each calendar year from 1973 through 1997 (as well as
cumulative return and average annual return for that 25 year period) for an all-
stock portfolio (using the S&P 500), an all-bond portfolio (using the Salomon
Brothers Long Term Corporate Bond Index), and for a hypothetical portfolio with
45% of its assets in stocks comprising the S&P 500, 45% in bonds comprising the
Salomon Brothers Long Term Corporate Bond Index and 10% in stocks comprising the
Philadelphia Gold & Silver Index.
RETURN AND CUMULATIVE VALUES OF STOCKS, BONDS, SAVINGS RATES
VS. BALANCED PORTFOLIO (ASSUMING REBALANCING AT YEAR-ENDS)
----------------------------------------------------------
ANNUAL RETURNS
--------------
79
<PAGE>
<TABLE>
<CAPTION>
Small Co. S&P 500 LT Corp.
Stocks Stocks Bonds T-Bills Gold Index Balanced*
------ ------ ----- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
1973 -30.90% -14.66% 1.14% 6.93% 102.59% 4.18%
1974 -19.95% -26.47% -3.06% 8.00% 23.82% -10.91%
1975 52.82% 37.20% 14.64% 5.80% -29.73% 20.36%
1976 57.38% 23.84% 18.65% 5.08% -41.06% 15.01%
1977 25.38% -7.18% 1.71% 5.12% 29.15% 0.45%
1978 23.46% 6.56% -0.07% 7.18% 5.46% 3.47%
1979 43.46% 18.44% -4.18% 10.38% 149.20% 21.34%
1980 39.88% 32.42% -2.62% 11.24% 59.41% 19.35%
1981 13.88% -4.91% -0.96% 14.71% -33.76% -6.02%
1982 28.01% 21.41% 43.79% 10.54% 46.04% 33.94%
1983 39.67% 22.51% 4.70% 8.80% -3.68% 11.88%
1984 -6.67% 6.27% 16.39% 9.85% -30.07% 7.19%
1985 24.66% 32.16% 30.90% 7.72% -22.23% 26.15%
1986 6.85% 18.47% 19.85% 6.16% 13.44% 18.59%
1987 -9.30% 5.23% -0.27% 5.47% 42.54% 6.49%
1988 22.87% 16.81% 10.70% 6.35% -33.48% 9.03%
1989 10.18% 31.49% 16.23% 8.37% 49.58% 26.43%
1990 -21.56% -3.17% 6.78% 7.83% -25.92% -0.97%
1991 44.63% 30.55% 19.89% 5.59% -9.83% 21.71%
1992 23.35% 7.67% 9.39% 3.51% -26.11% 5.07%
1993 20.98% 9.99% 13.17% 2.89% 130.36% 23.46%
1994 3.11% 1.31% -5.76% 3.90% -11.16% -3.12%
1995 34.46% 37.43% 27.20% 5.60% -0.78% 29.01%
1996 17.62% 23.07% 1.40% 5.21% -5.48% 10.46%
1997 22.78% 33.36% 12.95% 5.26% -36.45% 17.19%
STANDARD
DEVIATION 22.64% 16.77% 12.05% 2.67% 51.31% 11.52%
73-97
CUMULATIVE
73-97 4253% 2052% 862% 451% 176% 1522%
ANNUALIZED
73-97 16.3% 13.1% 9.5% 7.1% 4.1% 11.8%
</TABLE>
- -----------------
*Balanced:
--------
Stocks 45%
Bonds 45%
Gold 10%
Small Co. 0%
T-Bills 0%
The Trust may use, in its advertisements and other information, data
concerning the projected cost of a college education in future years based on
1996/1997 costs of college (using tuition and fees only) and an assumed rate of
increase for such costs. For example, the table below sets forth the projected
cost of four years of college at a public college and a private college assuming
a steady increase in both cases of 3% per year. In presenting this information,
the Trust is making no prediction regarding what will be the actual growth rate
in the cost of a college education, which may be greater or less than 3% per
year and may vary significantly from year to year.
80
<PAGE>
The Trust makes no representation that an investment in any of the Funds will
grow at or above the rate of growth of the cost of a college education.
<TABLE>
<CAPTION>
POTENTIAL COLLEGE COST TABLE
Start Public Private Start Public Private
Year College College Year College College
- ---- ------- ------- ---- ------- -------
<S> <C> <C> <C> <C> <C>
1997 $13,015 $57,165 2005 $16,487 $72,415
1998 $13,406 $58,880 2006 $16,982 $74,587
1999 $13,808 $60,646 2007 $17,491 $76,825
2000 $14,222 $62,466 2008 $18,016 $79,130
2001 $14,649 $64,340 2009 $18,557 $81,504
2002 $15,088 $66,270 2010 $19,113 $83,949
2003 $15,541 $68,258 2011 $19,687 $86,467
2004 $16,007 $70,306 2012 $20,278 $89,061
</TABLE>
Costs assume a steady increase in the annual cost of college of 3% per year from
a 1996-97 base year amount. Actual rates of increase may be more or less than 3%
and may vary.
In its advertisements and other materials, the Trust may compare the
returns over periods of time of investments in stocks, bonds and treasury bills
to each other and to the general rate of inflation. For example, the average
annual return of each during the 25 years from 1973 through 1997 was:
*Stocks: 13.1%
Bonds: 9.5%
T-Bills: 7.1%
Inflation: 5.5%
*Returns of unmanaged indexes do not reflect past or future
performance of any of the Funds or Portfolios of PIMCO Funds: Multi-
Manager Series. Stocks is represented by Ibbotson's Common Stock Total
Return Index. Bonds are represented by Ibbotson's Long-term Corporate Bond
Index. Treasury bills are represented by Ibbotson's Treasury Bill Index
and Inflation is represented by the Cost of Living Index. These are all
unmanaged indexes, which can not be invested in directly. While Treasury
bills are insured and offer a fixed rate of return, both the principal and
yield of investment securities will fluctuate with changes in market
conditions. Source: Ibbotson, Roger G., and Rex A. Sinquefiled, Stocks,
Bonds, Bill and Inflation (SBBI), 1989, updated in Stocks, Bonds, Bills and
Inflation 1996 Yearbook, Ibbotson Associates, Chicago. All rights
reserved.
The Trust may also compare the relative historic returns and range of
returns for an investment in each of common stocks, bonds and treasury bills to
a portfolio that blends all three investments. For example, over the 25 years
from 1973 through 1997, the average annual return of stocks comprising the
Ibbotson's Common Stock Total Return Index ranged from -26.5% to 37.4% while the
annual return of a hypothetical portfolio comprised 40% of such common stocks,
40% of bonds comprising the Ibbotson's Long-term Corporate bond Index and 20% of
Treasury bills comprising the Ibbottson's Treasury Bill Index (a "mixed
portfolio") would have ranged from -10.2% to 28.2% over the same period.
The average annual returns of each investment for each of the years from 1973
through 1997 is set forth in the following table.
<TABLE>
<CAPTION>
MIXED
YEAR STOCKS BONDS T-BILLS INFLATION PORTFOLIO
---- ------ ----- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
</TABLE>
81
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
1973 -14.66% 1.14% 6.93% 8.80% -4.02%
1974 -26.47% -3.06% 8.00% 12.26% -10.21%
1975 37.20% 14.64% 5.80% 7.01% 21.90%
1976 23.84% 18.65% 5.08% 4.81% 18.01%
1977 -7.18% 1.71% 5.12% 6.77% -1.17%
1978 6.56% -0.07% 7.18% 9.03% 4.03%
1979 18.44% -4.18% 10.38% 13.31% 7.78%
1980 32.42% 2.61% 11.24% 12.40% 14.17%
1981 -4.91% -0.96% 14.71% 8.94% 0.59%
1982 21.41% 43.79% 10.54% 3.87% 28.19%
1983 22.51% 4.70% 8.80% 3.80% 12.64%
1984 6.27% 16.39% 9.85% 3.95% 11.03%
1985 32.16% 30.90% 7.72% 3.77% 26.77%
1986 18.47% 19.85% 6.16% 1.13% 16.56%
1987 5.23% -0.27% 5.46% 4.41% 3.08%
1988 16.81% 10.70% 6.35% 4.42% 12.28%
1989 31.49% 16.23% 8.37% 4.65% 20.76%
1990 -3.17% 6.87% 7.52% 6.11% 2.98%
1991 30.55% 19.79% 5.88% 3.06% 21.31%
1992 7.67% 9.39% 3.51% 2.90% 7.53%
1993 10.06% 13.17% 2.89% 2.75% 9.84%
1994 1.31% -5.76% 3.90% 2.67% -1.00%
1995 37.40% 27.20% 5.60% 2.70% 26.90%
1996 23.10% 1.40% 5.20% 3.30% 10.84%
1997 33.40% 12.90% 7.10% 1.70% 19.94%
</TABLE>
Returns of unmanaged indexes do not reflect past or future performance of
any of the Funds or Portfolios of PIMCO Funds: Multi-Manager Series.
Stocks are represented by Ibbotson's Common Stock Total Return Index.
Bonds are represented by Ibbotson's Long-term Corporate Bond Index.
Treasury bills are represented by Ibbotson's Treasury Bill Index and
Inflation is represented by the Cost of Living Index. Treasury bills are
all unmanaged indexes, which can not be invested in directly. While
Treasury bills are insured and offer a fixed rate of return, both the
principal and yield of investment securities will fluctuate with changes in
market conditions. Source: Ibbotson, Roger G., and Rex A. Sinquefiled,
Stocks, Bonds, Bill and Inflation (SBBI), 1989, updated in Stocks, Bonds,
Bills and Inflation 1996 Yearbook, Ibbotson Associates, Chicago. All
rights reserved.
The Trust may use in its advertisements and other materials examples
designed to demonstrate the effect of compounding when an investment is
maintained over several or many years. For example, the following table shows
the annual and total contributions necessary to accumulate $200,000 of savings
(assuming a fixed rate of return) over various periods of time:
<TABLE>
<CAPTION>
Investment Annual Total Total
Period Contribution Contribution Saved
------ ------------ ------------ --------
<S> <C> <C> <C>
30 Years $ 1,979 $ 59,370 $200,000
25 Years $ 2,955 $ 73,875 $200,000
20 Years $ 4,559 $ 91,180 $200,000
15 Years $ 7,438 $111,570 $200,000
10 Years $13,529 $135,290 $200,000
</TABLE>
82
<PAGE>
This hypothetical example assumes a fixed 7% return
compounded annually and a guaranteed return of principal.
The example is intended to show the benefits of a long-term,
regular investment program, and is in no way representative
of any past or future performance of a Fund or Portfolio of
PIMCO Funds: Multi-Manager Series. There can be no guarantee
that you will be able to find an investment that would
provide such a return at the times you invest and an
investor in any of the Funds or Portfolio of PIMCO Funds:
Multi-Manager Series should be aware that certain of the
Funds and Portfolios of PIMCO Funds: Multi-Manager Series
have experienced and may experience in the future periods of
negative growth.
The Trust may set forth in its advertisements and other materials
information regarding the relative reliance in recent years on personal savings
for retirement income versus reliance on Social Security benefits and company
sponsored retirement plans. For example, the following table offers such
information for 1997:
% of Income for Individuals
Aged 65 Years and Older in 1997*
-------------------------------
Social Security
Year and Pension Plans Other
---- ----------------- -----
1997 43% 57%
* For individuals with an annual income of at least $51,000. Other
includes personal savings, earnings and other undisclosed sources of
income. Source: Social Security Administration.
Articles or reports which include information relating to performance,
rankings and other characteristics of the Funds and Portfolios may appear in
various national publications and services including, but not limited to: The
Wall Street Journal, Barron's, Pensions and Investments, Forbes, Smart Money,
Mutual Fund Magazine, The New York Times, Kiplinger's Personal Finance, Fortune,
Money Magazine, Morningstar's Mutual Fund Values, CDA Investment Technologies
and The Donoghue Organization. Some or all of these publications or reports may
publish their own rankings or performance reviews of mutual funds, including the
Funds, and may provide information relating to the Adviser and the Portfolio
Managers, including descriptions of assets under management and client base, and
opinions of the author(s) regarding the skills of personnel and employees of the
Adviser or the Portfolio Managers who have portfolio management responsibility.
From time to time, the Trust may include references to or reprints of such
publications or reports in its advertisements and other information relating to
the Funds and Portfolios.
From time to time, the Trust may set forth in its advertisements and other
materials information about the growth of a certain dollar-amount invested in
one or more of the Funds or Portfolios over a specified period of time and may
use charts and graphs to display that growth.
From time to time, the Trust may set forth in its advertisements and other
materials the names of and additional information regarding investment analysts
employed by the Portfolio Managers who assist with portfolio management and
research activities on behalf of the Funds. The following lists various
analysts and the Portfolio Manager with whom they are associated: Pacific
Investment Management -- Jane Howe, Mark Hudoff, Doris Nakamura and Ray Kennedy;
Columbus Circle -- Matthew J. Goldsmith, Michele A. Ward, J. Parke Logan, Edith
Levin-Novack, H. Karl Dimlich and Dianne L. Nicolosi.
Ibbotson Associates ("Ibbotson") has analyzed the risk and returns of the
Funds and relevant benchmark market indexes in a variety of market conditions.
Based on its independent research and analysis, Ibbotson may develop, from time
to time, model portfolios of the Funds and series of PIMS which indicate how, in
Ibbotson's
83
<PAGE>
opinion, a hypothetical investor with a 5+ year investment horizon might
allocate his or her assets among the Funds and series of PIMS. Ibbotson bases
its model portfolios on five levels of investor risk tolerance which it
developed and defines as ranging from "Very Conservative" (low volatility;
emphasis on capital preservation, with some growth potential) to "Very
Aggressive" (high volatility; emphasis on long-term growth potential). However,
neither Ibbotson nor the Trust offers Ibbotson's model portfolios as
investments. Moreover, neither the Trust, the Adviser, the Portfolio Managers
nor Ibbotson represent or guarantee that investors who allocate their assets
according to Ibbotson's models will achieve their desired investment results.
YEAR 2000 AND OTHER COMPLIANCE EFFORTS OF THE ADVISER
The Adviser and its affiliates are currently in the process of attempting
to ensure that all trading, accounting, and other systems are able to be Year
2000 compliant. The Year 2000 problem is the inability of computer systems to
correctly identify dates beyond December 31, 1999.
The Adviser began to take inventory of all systems in 1997 in order to
resolve these issues on a company-wide scale. The Adviser and its affiliates
have taken steps to understand the costs and work involved with fixing both
proprietary and purchased software, as well as to contact vendors and agencies
with which the Adviser and its affiliates interface.
Currently, the Adviser's estimate is that the cost necessary to make all
systems compatible will not be material. The Adviser's plan to identify and
remedy potentially disruptive Year 2000 problems addresses the following areas:
internally developed software, purchased software, exchanges with external data
partners, external suppliers, customers, and embedded chip devices. It is
anticipated that the conversion will continue into 1999 and will be completed on
time. Management of the Adviser is aware that unidentifiable complication may
trigger significantly greater expenses, however it feels that it will have the
necessary liquidity to resolve them in the event these factors become material.
Due to the nature of the Year 2000 problem, it is impossible to guarantee or
assure that there will not be disruptions or adverse results arising as a
consequence of entering the Year 2000.
Another potential computer system problem may arise in conjunction with the
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.
84
<PAGE>
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.
All classes of shares of the Funds and Portfolios 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. These
shares are entitled to vote at meetings of shareholders. Matters submitted to
shareholder vote must be approved by each Fund and Portfolio 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 Funds and
Portfolios, then only shareholders of the Fund(s) or Portfolio(s) affected shall
be entitled to vote on the matter. All classes of shares of a Fund or Portfolio
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.
To avoid potential conflicts of interest, the 90/10 Portfolio, 60/40
Portfolio and 30/70 Portfolio will vote shares of each Underlying PIMCO Fund
which they own in proportion to the votes of all other shareholders in the
Underlying PIMCO Fund.
CERTAIN OWNERSHIP OF TRUST SHARES
As of [March , 1999], the Trust believes that the Trustees and officers
of the Trust, as a group, owned less than one percent of each class of each Fund
and Portfolio and of the Trust as a whole. As of October 13, 1998, the
following persons owned of record or beneficially 5% or more of the noted class
of shares of the following Funds:
[Note: This table to be updated in a Post-Effective Amendment filed under Rule
485(b) prior to the effective date of this Amendment]
85
<PAGE>
PIMCO EQUITY INCOME FUND
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
INSTITUTIONAL
Bank of New York Western Trust Co. 529,555.800 17.56%
as Trustee for
Pacific Life Insurance Company R.I.S.P.
700 S. Flower Street, 2nd Floor
Los Angeles, California 90017
Santa Barbara Foundation 735,169.074 8.44
15 East Carrillo Street
Santa Barbara, California 93101-2780
AM Castle & Company Employee P/S/P Equity Fund 734,059.600 8.43%
P.O. Box 92956
Chicago, Illinois 60675-2956
AM Castle & Company Employee Equity Seg 721,281.967 8.28%
P.O. Box 92956
Chicago, Illinois 60675-2956
Northern Trust Company as Trustee for 635,691.506 7.30%
Brush Wellman Inc.
P.O. Box 92956
Chicago, Illinois 60675-0001
Bank of America NT&SA as Trustee for 549,181.688 6.30%
Mazda Motor of America
P.O. Box 3577, Terminal Annex
Los Angeles, California 90051-1577
ADMINISTRATIVE
First Union National Bank ** 651,854.242 96.47% *
401 S. Tyon Street, FRB-3
CMG Fiduciary Operations Funds Group
Mail Code CMG-2-1151
Charlotte, North Carolina 28288-1151
</TABLE>
86
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS A
Carn & Co. ** 222,499.387 23.22%
USI Insurance Services Corporation
401(k) Plan
P.O. Box 96211
Washington, D.C. 20090-6211
Merrill Lynch Pierce Fenner & Smith Inc. ** 115,996.086 12.10%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
Khosrow B. Semnani 71,016.690 7.41%
P.O. Box 3508
Salt Lake City, Utah 84110-3508
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc. ** 138,074.671 12.85%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc. ** 146,935.576 9.87%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS D
PIMCO Advisors L.P. 6,057.829 92.55% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Charles Schwab & Co., Inc. - Reinvest ** 487.293 7.44%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
</TABLE>
87
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
PIMCO VALUE FUND
INSTITUTIONAL
Pacific Life Insurance Company 2,275,956.132 41.01% *
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
The Northern Trust Company as Trustee for 889,833.187 16.03%
Great Lakes Chemical Corporation
P.O. Box 92956
Chicago, Illinois 00006-0690
CMTA-GMPP & Allied Workers Pension Trust 726,503.530 13.09%
c/o Associated Third Party Administrator
1640 South Loop Road
Alameda, California 94502
BAC Local 19 Pension Trust 447,274.240 8.06%
777 Davis Street
San Francisco, California 94126-2500
Pacific Life Foundation 334,055.176 6.02%
700 Newport Center Drive
Newport Beach, California 92660
California Race Track Association 302,810.164 5.46%
P.O. Box 60014
Arcadia, California 91006-6014
</TABLE>
88
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc. ** 154,424.372 11.98%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc. ** 499,083.943 22.33%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc. ** 533,594.396 10.05%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
FTC & Co.** 276,023.537 5.20%
Datalynx House Acct.
P.O. Box 1731736
Denver, Colorado 80217-3736
CLASS D
PIMCO Advisors L.P. 6,301.244 100.00% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
PIMCO VALUE 25 FUND
INSTITUTIONAL
PIMCO Advisors L.P. 18,750.000 100.00% *
Attn: R. M. Fitzgerald
800 Newport Center Drive
Newport Beach, California 92660
</TABLE>
89
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS A
PIMCO Advisors L.P. 18,750.000 49.28% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Bear Stearns Securities Corporation FBO 5,351.000 14.06%
1 MetroTech Center North
Brooklyn, New York 11201-3859
Merrill Lynch Pierce Fenner & Smith Inc. ** 2,819.000 7.41%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
Chris Najork and Linda Najork 2,801.120 7.36%
JT TEN WROS NOT TC
1632 Promontory Drive
Cedar Hill, Texas 75104-1529
Raymond James & Assoc. Inc. CSDN 2,254.791 5.92%
Jennifer L. Elliott IRA
7133 Senton Circle
Arvada, Colorado 80003-3819
CLASS B
PIMCO Advisors L.P. 18,750.000 89.25% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
First Union Brokerage Services 1,061.881 5.05%
Scott T. Philips SERG
</TABLE>
90
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
3870 Byrnwycke Drive
Buford, Georgia 30519
CLASS C
PIMCO Advisors L.P. 18,750.000 45.84% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Robert M. Greene Trust UA Jan 79 12,418.904 30.36% *
Berkeley Cardiovascular Group PSP
FBO Robert M. Greene
671 The Alameda
Berkeley, California 94707-1601
PIMCO SMALL-CAP VALUE FUND
INSTITUTIONAL
Pacific Mutual Life Insurance Company 493,191.567 14.53%
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
Mac & Company Account #855-577 341,301.219 10.06%
Mellon Bank NA
Mutual Funds
P.O. Box 320
Pittsburgh, Pennsylvania 15230-0320
FTC & Co. DATAlynx House Account ** 290,185.144 8.55%
P.O. Box 173736
Denver, Colorado 80217-3736
Little Company Of Mary Hospital 282,185.578 8.32%
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, Pennsylvania 15230-3198
Lucile Packard Foundation for Children 220,202.390 6.49%
</TABLE>
91
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
725 Welch Road
Palo Alto, California 94304
ADMINISTRATIVE
First Union National Bank ** 462,027.164 47.50% *
1525 West WT Harris Boulevard NC 1151
Charlotte, North Carolina 28288-1151
National Financial Services Corporation for the 187,744.282 19.30%
Exclusive Benefit of Our Customers
1 World Trade Center
200 Liberty Street
New York, New York 10281
Wells Fargo Bank TTEE FBO 95,791.068 9.85%
Choicemaster (First Interstate)
P. O. Box 9800 Mutual Funds
Calabasas, California 91302-9800
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc. ** 764,711.162 14.13%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc. ** 1,804,494.589 26.70% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc. ** 2,097,404.238 27.14% *
Attn: Book Entry Department
</TABLE>
92
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
FTC & Co.** 402,373.776 5.20%
Datalynx House Acct
P.O. Box 1731736
Denver, Colorado 80217-3736
PIMCO CAPITAL APPRECIATION FUND
INSTITUTIONAL
Donaldson Lufkin & Jenrette** 6,429,724.450 21.18%
Pershing Division
P.O. Box 2052
Jersey City, New Jersey 07303-2052
Wendel & Co. 3,513,743.489 11.57%
c/o The Bank of New York
Coopers & Lybrand Retirement Trust
Mutual Fund Reorg. Department
P. O. Box 1066
Wall Street Station
New York, New York 10286
Charles Schwab & Co., Inc. - Reinvest ** 2,353,977.835 7.75%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
ADMINISTRATIVE
Invesco Trust Company FBO 2,399,989.655 31.34% *
Reynolds & Reynolds 401k Plan
P. O. Box 77405
Atlanta, Georgia 30357
New York Life Trust Company ** 1,839,473.250 24.02%
51 Madison Avenue, Room 117A
New York, New York 10010
</TABLE>
93
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Certain Employee (Fidelity) ** 1,080,897.983 14.12%
100 Magetian KWIC
Covington, Kentucky 41015
First Union National Bank ** 1,023,642.873 13.37%
1525 West WT Harris Boulevard NC 1151
Charlotte, North Carolina 28288-1151
National Financial Services Corporation for ** 522,357.792 6.82%
the Exclusive Benefit of Our Customers
1 World Financial Center
200 Liberty Street
New York, New York 10281
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc. ** 899,501.410 24.90%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
Carn & Co. 02087501 405,462.819 11.22%
American Yazaki Employee Savings
and Retirement Plan
Attn: Mutual Funds - Star
P. O. Box 96211
Washington, D.C. 20090-6211
Wachovia Bank FBO VIT Pension Plan 186,154.417 5.15%
Attn: Mutual Fund Department, 5th Floor
P. O. Box 27602
Richmond, Virginia 23261-7602
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc. ** 313,631.477 16.53%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
</TABLE>
94
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc. ** 392,373.682 13.09%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS D
Charles Schwab & Co., Inc. - Reinvest.** 3,998.710 50.39% *
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
PIMCO Advisors L.P. 3,935.458 49.60% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
PIMCO MID-CAP GROWTH FUND
INSTITUTIONAL
Norwest Bank Minnesota NA Custodian FBO 1,132,593.144 6.12%
Parkview Memorial Hospital
c/o Mutual Fund Processing
733 Marquette Avenue MS 0036
Minneapolis, Minnesota 55479-0036
Charles Schwab & Co., Inc. - Reinvest ** 1,114,176.406 6.02%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
ADMINISTRATIVE
Certain Employee (Fidelity) ** 1,270,852.457 32.54% *
100 Magellan KW1C
Covington, Kentucky 41015
National Financial Services Corporation for ** 1,021,020.745 26.15% *
the Exclusive Benefit of Our Customers
</TABLE>
95
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
1 World Financial Center
200 Liberty Street
New York, New York 10281
UMB TTEE FBO 440,528.148 11.28%
Andrew Profit Sharing Trust
c/o American Century Services
4500 Main
Kansas City, Missouri 64111
First Union National Bank ** 278,902.116 7.14%
1525 West WT Harris Boulevard NC 1151
Charlotte, North Carolina 28288-1151
New York Life Trust Company ** 255,947.905 6.55%
51 Madison Avenue, Room 117A
New York, New York 10010
CLASS A
Merrill Lynch Employee Services 1,153,483.996 26.91% *
Merrill Lynch Trust Company FSB FBO
401k Plans Masterworks
P. O. Box 62000
San Francisco, California 94162-0001
Merrill Lynch Pierce Fenner & Smith Inc. ** 971,744.951 22.67%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc. ** 863,218.301 22.58%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc. ** 1,019,089.802 17.37%
Attn: Book Entry Department
</TABLE>
96
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS D
Charles Schwab & Co., Inc. - Reinvest.** 6,670.544 61.52% *
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
PIMCO Advisors L.P. 4,171.882 38.47% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
PIMCO MICRO-CAP GROWTH FUND
INSTITUTIONAL
Charles Schwab & Co., Inc. - Reinvest.** 2,660,292.040 21.79%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
Donald Lufkin & Jenrette** 2,260,460.254 18.52%
Pershing Division
P.O. Box 2052
Jersey City, New Jersey 07303-2052
Bost & Co. 1,179,579.025 9.66%
Dominion Resources
Attn: Mutual Fund Operations
P. O. Box 3198
Pittsburgh, Pennsylvania 15230-3198
University of Southern California 1,020,412.993 8.36%
Treasurer's Office
University Park, BKS 402
Los Angeles, California 90089-2541
Mac & Co. 854,902.601 7.00%
</TABLE>
97
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Mellon Bank N.A.
Public Service of New Mexico
P. O. Box 3198
Mutual Funds Operations
Pittsburgh, Pennsylvania 15230-3198
Mac & Co. 681,890.401 5.59%
Oberlin College
Attn: Mutual Fund Operations
P. O. Box 3198
Pittsburgh, Pennsylvania 15230-3198
ADMINISTRATIVE
Northern Trust as Trustee for 129,049.520 87.08% *
Sunday School Board
dba LifeWay Christian Resources
P.O. Box 92956
Chicago, Illinois 60675
New York Life Trust Company ** 13,422.843 9.06%
51 Madison Avenue, Room 117A
New York, New York 10010
PIMCO SMALL-CAP GROWTH FUND
INSTITUTIONAL
The Jewish Federation of 921,718.855 20.96%
Metropolitan Chicago
One South Franklin Street, Room 625
Chicago, Illinois 60606-4609
DMNH Foundation 655,850.090 14.92%
2001 Colorado Blvd.
City Park
Denver, Colorado 00008-0205
ESOR & Co. 453,722.992 10.32%
Associated Bank Green Bay
Trust Operations Department
</TABLE>
98
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
P. O. Box 19006
Green Bay, Wisconsin 54307-9006
Employees Retirement System of Jersey City 449,432.298 10.22%
325 Palisade Avenue
Jersey City, New Jersey 07307-1714
Berklee College of Music, Inc. 417,256.011 9.49%
1140 Boylston Street
Boston, Massachusetts 02215-3693
Auburn Theological Seminary 316,630.017 7.20%
3041 Broadway
New York, New York 10027-5710
Pacific Mutual Life Insurance Company 259,765.912 5.91%
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
PIMCO CORE EQUITY FUND
INSTITUTIONAL
Pacific Life Foundation 35,876.402 37.05% *
700 Newport Center Drive
Newport Beach, California 92660
California Race Track Association 32,320.660 33.38% *
P. O. Box 60014
Arcadia, California 91006-6014
</TABLE>
99
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Mac & Co. 19,879.614 20.53%
Fine Quaker L.P.
P. O. Box 3198
Mutual Fund Operations
Pittsburgh, Pennsylvania 15230-3198
ADMINISTRATIVE
The Bank of New York as Trustee for 6,442,997.929 92.50% *
Melville Corporation
One Wall Street, 7th Floor MT/MC
New York, New York 10286-0001
PIMCO MID-CAP EQUITY FUND
INSTITUTIONAL
Pacific Mutual Life Insurance Company 361,856.905 56.39% *
700 Newport Center Drive
Newport Beach, California 92660
Pacific Life Foundation 93,665.140 14.60%
700 Newport Center Drive
Newport Beach, California 92660
California Race Track Association 84,743.480 13.21%
P.O. Box 60014
Arcadia, California 91006-6014
IFTC as Custodian for 81,186.220 12.65%
John W. Barnum
5175 Tilden Street, N.W.
Washington, D.C. 20016-1961
PIMCO ENHANCED EQUITY FUND
</TABLE>
100
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
INSTITUTIONAL
Pacific Mutual Life Insurance Company 1,470,504.372 51.15% *
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
CMTA-GMPP & Allied Workers Pension 468,000.811 16.28%
c/o Associated Third Party Administrator
1640 South Loop Road
Alameda, California 94502
BAC Local 19 Pension Trust Fund 288,132.960 10.02%
777 Davis Street
San Francisco, California 94126-2500
Pacific Life Foundation 218,308.645 7.59%
700 Newport Center Drive
Newport Beach, California 92660
California Race Track Association 196,975.687 6.85%
P.O. Box 60014
Arcadia, California 91006-6014
PIMCO EMERGING MARKETS FUND
INSTITUTIONAL
Pacific Mutual Life Insurance Company 693,588.695 28.37% *
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
</TABLE>
101
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Charles Schwab & Co., Inc. - Reinvest ** 601,893.520 24.62%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
Pacific Mutual Life Insurance Company 575,190.664 23.53%
700 Newport Center Drive ,
Newport Beach, California 92660
Donaldson Lufkin & Jenrette** 172,030.241 7.04%
Pershing Division
P.O. Box 2052
Jersey City, New Jersey 07303-2052
CLASS A
PaineWebber FBO 14,459.406 29.25% *
Donald A. Gill as Trustee for
Joseph W. Gill Irrev. Trust
U/A DTD 11-08-94
9992 Mackey Circle
Overland Park, Kansas 66212-3458
PaineWebber FBO 6,407.993 12.96%
Donald A. Gill CDN
For Timothy P. Gill
UTMA-KS
9992 Mackey Circle
Overland Park, Kansas 66212-3458
CLASS B
RPSS Trust IRA FBO 3,103.734 8.19%
Gregory D. McDonald
15618 Gettysburg Drive
</TABLE>
102
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Tomball, Texas 77375-8609
PAF Sales Inc. 2,347.418 6.19%
Profit Sharing Plan
P.O. Box 307
Scarborough, New York 10510-0807
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 6,368.000 5.98%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO INTERNATIONAL DEVELOPED FUND
INSTITUTIONAL
Pacific Life Insurance Company 1,536,160.091 19.67%
Employee's Retirement Plan Trust
700 Newport Center Drive
Newport Beach, California 92660
Charles Schwab & Co., Inc. - Reinvest ** 1,285,367.297 16.46%
Attn: Mutual Fund Operations
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
Wachovia Bank NA as Trustee for the 1,030,330.936 13.19%
Atlanta Gas Light Company Retirement Plan
301 N. Main Street - MC NC 31057
Winston-Salem, North Carolina 27150
Citibank, N.A., Trustee for the benefit of 877,871.070 11.24%
Nissan Motor Mfg. Corp. U.S.A
983 Nissan Drive
Smyrna, Tennessee 37167-4400
Pacific Asset Management LLC 667,985.181 8.55%
</TABLE>
103
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
700 Newport Center Drive
Newport Beach, California 92660-6307
FTC & Co. Datalynx House Account ** 574,750.219 7.36%
P.O. Box 173736
Denver, Colorado 80217-3736
CLASS A
RPSS Trust IRA 9,354.005 8.23%
FBO William J. Murray
Duke University Medical Center
P.O. Box 3094
Durham, North Carolina 27715-3094
NFSC FEBO 6,030.043 5.30%
Marianne H. Tinnin
316 Street S.W.
Albuquerque, New Mexico 87104
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 16,994.454 7.74%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 26,934.681 5.53%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO BALANCED FUND
</TABLE>
104
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
INSTITUTIONAL
Bank of New York Western Trust Co. 1,157,519.069 36.04% *
as Trustee for
Pacific Life Insurance Company R.I.S.P.
700 S. Flower Street, 2nd Floor
Los Angeles, California 90017
Redlands Community Hospital Retirement Plan 633,227.992 19.72%
350 Terracina Boulevard
Redlands, California 92373-4850
Dominguez Services Corporation 626,419.614 19.50%
21718 South Alameda Street
Long Beach, California 90810-0351
Bank of America as Trustee for 306,325.199 9.54%
The Music Center Operating Co.
P.O. Box 2788
Los Angeles, California 90051-0788
The Northern Trust Company as Trustee for 258,686.657 8.05%
Ameron 401(k)
P.O. Box 92956
Chicago, Illinois 60675
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 282,197.382 32.21% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 181,417.321 20.33%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO TARGET FUND
</TABLE>
105
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 1,570,692.183 19.26%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 1,645,188.299 35.00% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 15,361,161.139 26.37% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO PRECIOUS METALS FUND
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 82,867.845 17.07%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PaineWebber FBO 41,420.457 8.53%
Victor G. Warren Trust
UAD 071493 For the Victor G. Warren Trust
724 South Garfield
Hinsdale, Illinois 60521-4425
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 356,017.881 12.86%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
</TABLE>
106
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
PIMCO RENAISSANCE FUND
INSTITUTIONAL CLASS
Seymour S. Fiskind 42,768.781 90.62% *
c/o Columbus Circle Investors
Metro Center
One Station Place, 8th Floor
Stamford, Connecticut 06902
Donaldson, Lufkin & Jenrette ** 4,427.330 9.38%
P. O. Box 2052
Jersey City, New Jersey 07303-2052
ADMINISTRATIVE
PIMCO Advisors L.P. 6,506.181 111100.00% *
800 Newport Center Drive
Newport Beach, California 92660
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 528,740.476 11.16%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 1,336,375.697 21.39%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 3,883,672.129 15.88%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
</TABLE>
107
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS D
PIMCO Advisors L.P. 5,265.929 84.50% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Charles Schwab & Co., Inc. - Reinvest.** 965.580 15.49%
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
PIMCO GROWTH FUND
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 371,949.799 7.14%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 773,112.190 27.59% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 7,703,857.710 13.00%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO OPPORTUNITY FUND
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 1,093,682.070 22.85%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
</TABLE>
108
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Jacksonville, Florida 32246-6484
American Express Trust Company 318,681.258 6.65%
FBO WESCO Distribution Inc.
Retirement Savings Plan
733 Marquette Avenue
Minneapolis, Minnesota 55402-2309
American Express Trust Company 318,681.258 6.65%
FBO WESCO Distribution Inc.
Retirement Savings Plan
733 Marquette Avenue
Minneapolis, Minnesota 55402-2309
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 3,948,381.435 25.91% *
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO INNOVATION FUND
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 422,145.610 12.08%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 849,742.813 21.97%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 1,401,620.113 14.53%
</TABLE>
109
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS D
Charles Schwab & Co., Inc. - Reinvest.** 67,920.558 99.99% *
The Schwab Building
101 Montgomery Street
San Francisco, California 94104-4122
PIMCO INTERNATIONAL FUND
INSTITUTIONAL
90/10 Portfolio 3,628.684 56.80% *
PIMCO Funds Asset Allocation Series
800 Newport Center Drive
Newport Beach, California 92660
60/40 Portfolio 2,006.396 31.40% *
PIMCO Funds Asset Allocation Series
800 Newport Center Drive
Newport Beach, California 92660
30/70 Portfolio 753.832 11.80%
PIMCO Funds Asset Allocation Series
800 Newport Center Drive
Newport Beach, California 92660
ADMINISTRATIVE
PIMCO Advisors L.P. 9,551.098 43.77% *
Attn: R. M. Fitzgerald
800 Newport Center Drive
Newport Beach, California 92660
</TABLE>
110
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
CLASS A
Merrill Lynch Pierce Fenner & Smith Inc.** 95,289.179 12.38%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PaineWebber FBO 62,801.791 8.16%
Bakerrubine LLC
575 Madison Avenue, 10th Floor
New York, New York 10022-2511
CLASS B
Merrill Lynch Pierce Fenner & Smith Inc.** 135,489.602 20.38%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
CLASS C
Merrill Lynch Pierce Fenner & Smith Inc.** 1,325,408.448 14.37%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PIMCO INTERNATIONAL GROWTH FUND
INSTITUTIONAL
Pacific Asset Management LLC 500,000.000 99.21% *
700 Newport Center Drive
Newport Beach, California 92660-6307
PIMCO STRUCTURED EMERGING MARKETS FUND
INSTITUTIONAL
Rhode Island Foundation 861,818.340 24.19%
Attn: Robert Rosendale
150 Royall Street
Canton, Massachusetts 02021
Berklee College of Music, Inc. 507,144.599 14.23%
</TABLE>
111
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED SHARES OWNED
----- ------------
<S> <C> <C>
1140 Boylston Street
Boston, Massachusetts 02215-3693
Hartford Foundation 325,959.222 9.15%
159 E. Main Street
Rochester, New York 14638
Munsen-Williams-Proctor Institute 286,820.745 8.05%
Attn: Anthony Spiridigloizzi
310 Genesee Street
Utica, New York 13502
The Reeves Foundation 258,740.474 7.26%
115 Summit Avenue
Summit, New Jersey 07901
Deseret Mutual Retiree Med. & Life Pl. Tr. 231,885.531 6.51%
c/o Doug Burton
60 East South Temple Street
Salt Lake City, Utah 84147
Brockton Health Corp. Endowment 200,487.790 5.63%
Attn: Steven Connolly
680 Centre Street
Brockton, Massachusetts 02402-3395
PIMCO TAX-EFFICIENT EQUITY FUND
ADMINISTRATIVE
PIMCO Advisors L.P. 11,560.694 100.00% *
Attn: R. M. Fitzgerald
800 Newport Center Drive
Newport Beach, California
CLASS A
PIMCO Advisors L.P. 75,000.000 45.24% *
Attn: Vinh Nguyen
800 Newport Center Drive
</TABLE>
112
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
Newport Beach, California 92660
Merrill Lynch Pierce Fenner & Smith Inc.** 18,425.393 11.11%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
Dain Rauscher Inc. FBO 11,235.955 6.77%
Michael G. King and Elizabeth W. King
Long Term Account JT TEN WROS
14800 164th Place North East
Woodinville, Washington 98072
CLASS B
PIMCO Advisors L.P. 75,000.000 47.47% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Merrill Lynch Pierce Fenner & Smith Inc.** 27,530.866 17.42%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
PaineWebber FBO 10,706.638 6.77%
Evan Kaplan & Elissa Kaplan JTWROS
1850 Muttontown Road
Muttontown, New York 11791-9652
Robert T. Wright and Catherine D. Wright 9,060.023 5.73%
JT TEN WROS NOT TC
115 Mayer Street
Redding, Pennsylvania 19606-1620
PaineWebber FBO 7,952.231 5.03%
Patricia M. Fayad
TTEE Patricia M. Fayad Living Trust
UAD 52297
18597 Manorwood South
</TABLE>
113
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
Clinton Township, Michigan 48038-4817
CLASS C
PIMCO Advisors L.P. 75,000.000 36.06% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Merrill Lynch Pierce Fenner & Smith Inc.** 18,205.540 8.75%
Attn: Book Entry Department
4800 Deer Lake Drive E., Fl. 3
Jacksonville, Florida 32246-6484
David A. Lamando and Diana J. Lamando 14,314.899 6.88%
JT TEN WROS NOT TC
7 Peekskill Hollow turnpike
Putnam Valley, New York 10579-3222
PaineWebber FBO 11,299.435 5.43%
Leonard Pienik TTEE
FBO Greg Gibson
UAD 3-15-73 Trust I
58 Lyons Place
Basking Ridge, New Jersey 07920-1914
CLASS D
PIMCO Advisors L.P. 75,000.000 100.00% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
PIMCO TAX-EFFICIENT STRUCTURED EMERGING MARKETS FUND
INSTITUTIONAL
</TABLE>
114
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
Alscott Investments, LLC 988,077.548 21.69%
501 Baybrook Court
Boise, Idaho 83706
Verb & Company (Weyerhaeuser) 805,503.178 17.68%
4380 S.W. Macadam, Suite 450
Portland, Oregon 97201
Waycrosse, Inc./International Equity Fund II 620,642.769 13.62%
P. O. Box 9300, MS 28
Minneapolis, Minnesota 55440-9300
Ruby Trust 584,956.501 12.84%
499 Park Avenue
New York, New York 10022
Topaz Trust 346,011.851 7.59%
499 Park Avenue
New York, New York 10022
Alscott Investments, LLC 262,948.208 5.77%
501 Baybrook Court
Boise, Idaho 83706
30/70 PORTFOLIO
CLASS A
PIMCO Advisors L.P. 3,333.333 95.04% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
CLASS B
PIMCO Advisors L.P. 3,333.333 88.71% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
</TABLE>
115
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
Reva C. David 196.625 5.23%
P.O. Box 154
Lenora, Kansas 67645-0154
CLASS C
PIMCO Advisors L.P. 3,333.334 73.74% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Barbara Van Driest 471.386 10.42%
10771 Girdled Road
Concord, Ohio 44077-8801
RPSS Trust Rollover IRA 393.326 8.70%
Richard E. Klawitter
21897 Spirit Lake Road West
Frederic, Wisconsin 54837-9642
Lori A. Mears and Dale Mears 322.002 7.12%
JT TEN WROS NOT TC
150 Charles Avenue
Amherst, Ohio 44001-2076
90/10 PORTFOLIO
CLASS A
PIMCO Advisors L.P. 3,333.333 85.66% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
Gerald G. Dorff Custodian 290.530 7.46%
FBO Vanessa C. Dorff
UNIF TRANS MIN ACT WI
3220 Venus Avenue
Eau Claire, Wisconsin 54703-0921
CLASS B
</TABLE>
116
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
PIMCO Advisors L.P. 3,333.333 64.94% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
RPSS Trust Rollover IRA 316.270 6.16%
FBO James A. Harris
2508 Poinsetta Drive
White Oak, Pennsylvania 15131-1928
RPSS Trust Rollover IRA 271.437 5.28%
FBO Kathy S. Giuliano
15 Sunshine Court
Bloomington, Illinois 61704-2342
CLASS C
PIMCO Advisors L.P. 3,333.334 20.27%
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
June P. Knoblich 1,036.269 6.30%
18332 Nassey Drive
Castro Valley, California 94546-2267
60/40 PORTFOLIO
CLASS A
PIMCO Advisors L.P. 3,333.333 55.30% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
RPSS Trust Rollover IRA 711.309 11.80%
FBO Joyce E. Olsen
708 Montana Avenue
Missoula, Montana 59802-5525
RPSS Trust Rollover IRA 705.945 11.71%
</TABLE>
117
<PAGE>
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Owned Shares Owned
----- -------------
<S> <C> <C>
FBO Bernard L. Olsen
708 Montana Avenue
Missoula, Montana 59802-5525
CLASS B
PIMCO Advisors L.P. 3,333.333 59.49% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
David M. Nemeti and Judith A. Nemeti 635.041 11.33%
JT TEN WROS NOT TC
278 Adams Lane
Rayland, Ohio 43943-7835
CLASS C
PIMCO Advisors L.P. 3,333.334 67.50% *
Attn: Vinh Nguyen
800 Newport Center Drive
Newport Beach, California 92660
RPSS Trust IRA 393.688 7.97%
FBO Edward A. Fiorella
9480 Bayfront Drive
Norfolk, Virginia 23518-6308
RPSS Trust IRA 258.399 5.23%
Randall L. Damm
510 Oak Street
Shoshoni, Wyoming 82649
Edward A. Fiorella 254.888 5.16%
FBO Edward A. Fiorella
9480 Bayfront Drive
Norfolk, Virginia 23518-6308
</TABLE>
_____________________________________________
* Entity owned 25% or more of the outstanding shares of beneficial interest of
the Fund, and therefore may be presumed to "control" the Fund, as that term is
defined in the 1940 Act.
118
<PAGE>
** Shares are believed to be held only as nominee.
CUSTODIAN
Investors Fiduciary Trust Company ("IFTC"), 801 Pennsylvania, Kansas City,
Missouri 64105, serves as custodian for assets of all Funds and Portfolios.
Pursuant to separate sub-custody agreements between IFTC and The Chase Manhattan
Bank, N.A. ("Chase") and IFTC and State Street Bank and Trust Company ("State
Street"), Chase and State Street serve as subcustodians of the Trust for the
custody of the foreign securities acquired by those Funds that invest in foreign
securities. Under the agreements, Chase and State Street may hold foreign
securities at their principal offices and their 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 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 Funds and Portfolios.
PricewaterhouseCoopers LLP provides audit services, accounting assistance, and
consultation in connection with SEC filings.
REGISTRATION STATEMENT
This Statement of Additional Information and the Prospectuses 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 Prospectuses as to the contents of any
contract or other documents referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other documents
filed as an exhibit to the relevant registration statement, each such statement
being qualified in all respects by such reference.
FINANCIAL STATEMENTS
Audited financial statements for the Funds, as of June 30, 1998, for the
fiscal year then ended, including notes thereto, and the reports of
PricewaterhouseCoopers LLP thereon, each dated August 17, 1998, are incorporated
by reference from the Trust's three June 30, 1998 Annual Reports. One Annual
Report (the
119
<PAGE>
"Retail Report") corresponds to the Class A, B and C Prospectus, another (the
"Institutional Report") corresponds to the Institutional Prospectus, and another
(the "Class D Report") corresponds to the Class D Prospectus. The Trust's 1998
Annual Reports are on file electronically with the SEC (Retail Report - filed on
September 8, 1998, Accession No. 0001017062-98-001959; Institutional Report -
filed on September 4, 1998, Accession No. 00010107062-98-001952; Class D
Report--filed on September 8, 1998, Accession No. 0001017062-98-001961).
The Portfolios were not operational during these reporting periods.
[Note: Unaudited Financial Information for the Funds and Portfolios through
December 31, 1998 to be incorporated by reference in a post-effective amendment
filed prior to the effective date of this Amendment.]
120
<PAGE>
APPENDIX
DESCRIPTION OF SECURITIES RATINGS
Certain of the Funds make use of average portfolio credit quality standards
to assist institutional investors whose own investment guidelines limit their
investments accordingly. In determining a Fund's overall dollar-weighted average
quality, unrated securities are treated as if rated, based on the Adviser's or
Portfolio Manager's view of their comparability to rated securities. A Fund's
use of average quality criteria is intended to be a guide for those investors
whose investment guidelines require that assets be invested according to
comparable criteria. Reference to an overall average quality rating for a Fund
does not mean that all securities held by the Fund will be rated in that
category or higher. A Fund's investments may range in quality from securities
rated in the lowest category in which the Fund is permitted to invest to
securities rated in the highest category (as rated by Moody's or S&P or, if
unrated, determined by the Adviser or a Portfolio Manager to be of comparable
quality). The percentage of a Fund's assets invested in securities in a
particular rating category will vary. Following is a description of Moody's and
S&P's ratings applicable to fixed income securities.
MOODY'S INVESTORS SERVICE, INC.
CORPORATE AND MUNICIPAL BOND RATINGS
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present that make the long-term risks appear somewhat larger than with Aaa
securities.
A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present that suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
A-1
<PAGE>
C: Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating
classified from Aa through B in its corporate bond rating system. The modifier
1 indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.
CORPORATE SHORT-TERM DEBT RATINGS
Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year. Obligations relying upon support mechanisms such as letters
of credit and bonds of indemnity are excluded unless explicitly rated.
Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated issuers:
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation; and well-
established access to a range of financial markets and assured sources of
alternate liquidity.
PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3: Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect
of industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime
rating categories.
STANDARD & POOR'S RATINGS SERVICES
CORPORATE AND MUNICIPAL BOND RATINGS
Investment Grade
AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
A-2
<PAGE>
BBB: Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions, or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.
Speculative Grade
Debt rated BB, B, CCC, CC, and C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major exposures to adverse
conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
B: Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.
CCC: Debt rated CCC has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.
CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.
C: The rating C is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC- debt rating. The C rating may be used
to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.
CI: The rating CI is reserved for income bonds on which no interest is
being paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.
A-3
<PAGE>
r: The "r" is attached to highlight derivative, hybrid, and certain other
obligations that S&P believes may experience high volatility or high variability
in expected returns due to non-credit risks. Examples of such obligations are:
securities whose principal or interest return is indexed to equities,
commodities, or currencies; certain swaps and options; and interest only and
principal only mortgage securities.
The absence of an "r" symbol should not be taken as an indication that an
obligation will exhibit no volatility or variability in total return.
N.R.: Not rated.
Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
COMMERCIAL PAPER RATING DEFINITIONS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into several categories, ranging from A for the
highest quality obligations to D for the lowest. These categories are as
follows:
A-1: This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes
in circumstances than obligations carrying the higher designations.
B: Issues rated B are regarded as having only speculative capacity for
timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period.
A commercial paper rating is not a recommendation to purchase, sell or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
Standard & Poor's by the issuer or obtained from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
rating and may, on occasion, rely on unaudited financial information. The
ratings may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information.
A-4
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
(1) Part A
Financial Highlights.
(2) Part B
Financial statements dated as of June 30, 1998 are
incorporated by reference in the Statement of Additional
Information from the Funds' Annual Reports dated as of June
30, 1998 and include the following:
Schedule of Investments
Financial Highlights
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Report of Independent Accountants.
[Unaudited Financial Statements through December 30, 1999 to be
incorporated in a post-effective amendment filed 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 (2)
(2) Form of First Amended and Restated Bylaws (4)
(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 (2)
(b) Article 9 (Issuance of Shares Certificates) and Article 11
(Shareholders' Voting Powers and Meetings) of the First
Amended and Restated Bylaws (4)
<PAGE>
(5) (a) (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)
(b) (i) Form of Portfolio Management Agreement with Pacific
Investment Management Company (6)
(ii) Form of Portfolio Management Agreement, as amended,
with NFJ Investment Group (4)
(iii) Form of Addendum to Portfolio Management Agreement
with NFJ Investment Group to add PIMCO Value 25 Fund
and PIMCO Hard Assets Fund (10)
(iv) Form of Portfolio Management Agreement, as amended,
with Cadence Capital Management (4)
(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)
-2-
<PAGE>
(vii) Form of Addendum to Portfolio Management
Agreement with Parametric Portfolio Associates
to add PIMCO Tax-Efficient Equity Fund (10)
(viii) Form of Amended and Restated Portfolio
Management Agreement with Blairlogic Capital
Management (4)
(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)
(6) (a) Amended Distribution Contract (4)
(b) Form of Amended and Restated Distribution Contract (to
add Class D shares) (7)
(c) Form of Addendum to Distribution Contract to add
PIMCO International Growth Fund and PIMCO Tax-Efficient
Structured Emerging Markets Fund (6)
(d) Form of Addendum to Distribution Contract to add
PIMCO Value 25 Fund, PIMCO Hard Assets Fund, and PIMCO
Tax-Efficient Equity Fund (10)
(e) 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)
(7) Not Applicable
(8) (a) Form of Custody Agreement and Addenda (1)
(b) Form of Addendum to Custody Agreement (4)
(c) Form of Assignment of Custody Agreement (4)
(d) Form of Addendum to Custody Agreement (6)
(9) (a) Form of Amended Administration Agreement between the
Trust and PIMCO Advisors L.P. (4)
-3-
<PAGE>
(b) Form of Amended and Restated Administration Agreement
(to include Class D shares ) between the Trust and PIMCO
Advisors L.P. (7)
(c) Form of Administration Agreement between PIMCO Advisors
L.P. and Pacific Investment Management Company (4)
(d) Form of Amendment to Administration Agreement (to
include Class D shares) between PIMCO Advisors L.P. and
Pacific Investment Management Company (11)
(e) Form of Agency Agreement and Addenda (1)
(f) Form of Addendum to Agency Agreement (4)
(g) Form of Assignment of Agency Agreement (4)
(h) Form of Addendum to Agency Agreement (6)
(i) Form of Transfer Agency Agreement with Shareholder
Services, Inc. (3)
(j) Form of Service Plan for Institutional Services Shares
(6)
(k) Form of Administrative Services Plan for Administrative
Class Shares (4)
(10) Opinion and Consent of Counsel (6)
(11) (a) Consent of PricewaterhouseCoopers LLP (11)
(b) Consent and Opinion of Coopers & Lybrand LLP (6)
(12) Not Applicable
(13) Initial Capital Agreement (6)
(14) Not Applicable
(15) (a) Form of Distribution and Servicing Plan (Class A) (4)
(b) Form of Distribution and Servicing Plan (Class B) (4)
(c) Form of Distribution and Servicing Plan (Class C) (4)
(d) Form of Distribution Plan for Administrative Class
Shares (4)
-4-
<PAGE>
(e) 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)
(16) Schedule of Computation of Performance (6)
(17) Financial Data Schedules for fiscal year ended 6/30/98
(11)
(18) Form of Amended and Restated Multi-Class Plan (7)
(19) (a) Powers of Attorney and Certificate of Secretary (1)
(b) 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 Registration Statement
on Form N-1A (File No. 33-36528), as filed on July 1, 1996.
2 Included in Definitive Proxy Statement (File No. 811-06161), as filed on
November 7, 1996.
3 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.
4 Included in Post-Effective Amendment No. 25 to the 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 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 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 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 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 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 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 Registration Statement
on Form N-1A (File 33-36528), as filed on October 30, 1998.
Item 25. Persons Controlled by or Under Common Control with Registrant.
-5-
<PAGE>
Not applicable.
Item 26. No longer required.
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
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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.
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.
-6-
<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.
Donald A. Chiboucas Member of Management Board Director, Columbus Circle
Investors Management, Inc.;
Managing Director, Columbus
Circle Investors.
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.
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,
-7-
<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.
Glenn S. Schafer Member of Management Board President and
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
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, Columbus
Circle Investors, Columbus
Circle Investors Management,
Inc., Cadence Capital
Management, Inc., NFJ
Investment Group, NFJ
Management, Inc., Parametric
Portfolio Associates,
Parametric Management, Inc.,
PIMCO Management, Inc.,
Pacific
-9-
<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, Columbus Circle
Trust Company; 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;
-10-
<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, Columbus
Circle Investors, Columbus
Circle Investors Management,
Inc., Cadence Capital
Management, PIMCO Funds
Advertising Agency, Inc. and
Pacific Management Investment
Company; Senior Vice
President, Legal, Secretary
Value Advisors LLC, Thomson
Advisors LLC, Thomson
Advisory Group, Inc., and
Vice President of the
Trust.
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.; Chief Legal Officer and
Secretary, Columbus Circle
Investors, Columbus Circle
Investors Management, Inc.;
Senior Vice President, Mutual
Fund Division; General
Counsel and Secretary,
Columbus Circle Trust
Company; 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.
-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 Executive Vice President Executive Vice President,
PIMCO Management, Inc. and
the Trust; 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 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.
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.,
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>
Columbus Circle Investors
Metro Center
One Station Place, 8th Floor
Stamford, Connecticut 06902
Name Position with Portfolio Other Affiliations
Manager
Christopher B. Managing Director and Director, Columbus
Burnham Chief Executive Officer Circle Investors
Management, Inc.
Louis P. Celentano Managing Director and Director, Columbus Circle
Chief Operating Officer Investors Management, Inc.;
Director, Chairman and Chief
Operating Officer, Columbus
Circle Trust Company
Donald A. Chiboucas Managing Director See PIMCO Advisors L.P.
Robert W. Fehrmann Managing Director Director, Columbus Circle
Investors Management, Inc.
Marc S. Felman Managing Director Director, Columbus Circle
Investors Management, Inc.
Robert M. Fitzgerald Chief Financial Officer See PIMCO Advisors L.P.
and Treasurer
Clifford G. Fox Managing Director Director, Columbus Circle
Investors Management, Inc.
Taegan D. Goddard Senior Vice President None.
Winthrop S. Headley Senior Vice President None.
Amy M. Hogan Managing Director Director of Columbus Circle
Investors Management, Inc.;
Executive Vice President and
Chief Investment Officer,
Columbus Circle Trust
Company.
-22-
<PAGE>
Anthony Rizza Managing Director Director, Columbus
Circle Investors
Management, Inc.
Newton B. Schott, Jr. Chief Legal Officer and See PIMCO Advisors L.P.
Secretary
Irwin F. Smith Managing Director Director, Columbus Circle
Investors Management, Inc.
Nathaniel J. Belknap Vice President None.
Anne Maloney Vice President None.
Paul Meeks Vice President None.
Michele Montano Senior Vice President Executive Vice President,
Columbus Circle Trust
Company.
Paul A. Pantalena Senior Vice President None.
Cecelia Pastore Vice President None.
Harold R. Snedcof Vice President Executive Vice President,
Columbus Circle Trust
Company.
Jennifer Kennedy Vice President None
Vinh T. Nguyen Vice President and See PIMCO Advisors L.P.
Controller
Richard M. Weil Assistant Secretary See PIMCO Advisors, Inc.
Bradford Higgins Executive Vice President None.
Deborah Grennan Vice President None.
Alison Kelley Vice President None.
Dennis McKechnie Vice President None.
Steven E. Moeller Vice President None.
Michele Ward Vice President None.
-23-
<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.
-24-
<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.
-25-
<PAGE>
Item 29. 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
-26-
<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
-27-
<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 30. 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, and Shareholder
Services, Inc., P.O. Box 5866, Denver, CO 80217.
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant, if requested to do so by the holders of at least 10% of
the Registrant's outstanding shares, will call a meeting of
shareholders for the purpose of voting upon the questions of removal
of a trustee or trustees, and will assist communications among
shareholders as set forth within Section 16(c) of the 1940 Act.
-28-
<PAGE>
(d) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report(s) 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 certifies that it has duly caused
this Post-Effective Amendment No. 37 (the "Amendment") 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 28th of
January, 1999.
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. 37 has been signed below by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
- ---- -------- ----
/s/ Stephen J. Treadway Trustee and President January 28, 1999
- ----------------------------
Stephen J. Treadway
John P. Hardaway* Treasurer and Principal
- ---------------------------- Financial and Accounting
John P. Hardaway Officer
William D. Cvengros* Trustee
- ----------------------------
William D. Cvengros
Joel Segall* 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: January 28, 1999
-2-
