PIMCO FUNDS MULTI MANAGER SERIES
485BPOS, 2000-08-04
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<PAGE>


    As filed with the Securities and Exchange Commission on August 4, 2000

                                                     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. 50                                       [X]
                                                                          ---

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

    Amendment No.  53                                                     [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)

                                (800) 427-4648
             (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)
 ---

 [X]  On August 7, 2000 pursuant to paragraph (b)
 ---

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

 [ ]  On [DATE], 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.

This Post-Effective Amendment relates only to PIMCO Growth & Income Fund
(formerly known as PIMCO Mid-Cap Equity Fund), a series of the Registrant. No
information relating to any other series of the Registrant is amended or
superseded hereby.

<PAGE>

                      PIMCO FUNDS: MULTI-MANAGER SERIES

                        Supplement Dated August 4, 2000
                                     to the
          Prospectus for Institutional and Administrative Class Shares
                              Dated April 3, 2000

               Disclosure Relating to PIMCO Growth & Income Fund
                      (formerly PIMCO Mid-Cap Equity Fund)

      Effective August 1, 2000, PIMCO Mid-Cap Equity Fund (the "Fund")
    changed its name to "PIMCO Growth & Income Fund." In connection with
    this change, the Fund Summary for the Fund on pages 17 and 18 of the
    Prospectus is amended to read in its entirety as set forth on the
    next two pages. In addition, the information for PIMCO Mid-Cap
    Equity Fund in the table on page 3 of the Prospectus is amended to
    read as follows:

<TABLE>
<CAPTION>
                                                                                            Approximate
     Sub-                                                                                   Number of
     Adviser   Fund     Investment Objective                    Main Investments            Holdings
    ---------------------------------------------------------------------------------------------------
     <S>       <C>      <C>                                     <C>                         <C>
     PIMCO     Growth   Seeks long-term growth of capital;      Securities of companies        40-60
     Equity    & Income current income is a secondary objective with market capitalizations
     Advisors                                                   of at least $1 billion
</TABLE>

                                       1
<PAGE>

            PIMCO Growth & Income Fund

--------------------------------------------------------------------------------
Principal Investments
and
Strategies
              Investment Objective
                                  Fund Focus            Approximate
              Seeks long-term     Medium and large      Capitalization Range
              growth of           capitalization        More than $1 billion
              capital; current    stocks
              income is a
              secondary
              objective
              Fund Category       Approximate Number    Dividend Frequency
              Blend Stocks        of Holdings           At least annually
                                  40-60
            The Fund seeks to achieve its investment objective by normally
            investing at least 65% of its assets in securities of companies
            with market capitalizations of at least $1 billion at the time of
            investment. The Fund may invest up to 75% of its assets in
            securities selected for their growth potential. The Fund will
            normally invest at least 25% of its assets in securities selected
            for their income potential, including dividend-paying common
            stocks, preferred stocks, corporate bonds, convertible securities
            and REITs.
              When selecting securities for the Fund's "growth" segment, the
            portfolio managers seek to identify companies with well-defined
            "wealth creating" characteristics, including superior earnings
            growth (relative to companies in the same industry or the market
            as a whole), high profitability and consistent, predictable
            earnings. In addition, through fundamental research, the portfolio
            managers seek to identify companies that are gaining market share,
            have superior management and possess a sustainable competitive
            advantage, such as superior or innovative products, personnel and
            distribution systems. The Fund's portfolio managers may choose to
            sell a stock in the "growth" segment when they believe that its
            earnings will be disappointing or that market sentiment on the
            company will turn negative. The portfolio managers will also
            consider selling a stock if the company does not meet the
            managers' estimates on revenues and/or earnings, or if an
            alternative investment is deemed to be more attractive.
              When selecting stocks for the Fund's "income" segment, the
            portfolio managers seek to identify companies with strong
            operating fundamentals that offer potential for capital
            appreciation and that also have a dividend yield in excess of the
            yield on the S&P 500 Index. The portfolio managers may replace an
            "income" security when another security with a similar risk-to-
            reward profile offers either better potential for capital
            appreciation or a higher yield than the Fund's current holding. To
            achieve its income objective, the Fund may also invest in
            preferred stocks, corporate bonds, convertible securities and
            REITs. The Fund may invest up to 10% of its assets in corporate
            bonds, which will typically consist of investment grade securities
            of varying maturities but may also include high yield securities
            ("junk bonds") rated at least B by Standard & Poor's Rating
            Services or Moody's Investors Service, Inc. or, if unrated,
            determined by the Adviser to be of comparable quality.
              The Fund may invest up to 15% of its assets in foreign
            securities, except that it may invest without limit in American
            Depository Receipts. In response to unfavorable market and other
            conditions, the Fund may make temporary investments of some or all
            of its assets in high-quality fixed income securities. This would
            be inconsistent with the Fund's investment objective and principal
            strategies.

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

              . Market Risk         . Liquidity Risk    . High Yield Risk
              . Issuer Risk         . Foreign           . Credit Risk
              . Growth Securities     Investment Risk   . Management Risk
                Risk                . Currency Risk
              . Value Securities    . Focused
                Risk                  Investment Risk
              . Smaller Company     . Interest Rate
                Risk                  Risk

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            During the periods shown, Administrative Class shares were
            outstanding only from 8/21/97 (the inception date of
            Administrative Class shares) to 5/27/99 (the date on which all
            remaining Administrative Class shares were redeemed). For periods
            prior to 8/21/97 and after 5/27/99, performance information shown
            in the Average Annual Total Returns table for that class is based
            on the performance of the Fund's Institutional Class shares. The
            prior and subsequent Institutional Class performance has been
            adjusted to reflect the actual distribution and/or service (12b-1)
            fees and other expenses paid by Administrative Class shares. The
            performance information on the next page reflects the Fund's
            advisory fee level in effect prior to August 1, 2000 (0.63% per
            annum). Prior to July 1, 1999, the Fund had a different sub-
            adviser and would not necessarily have achieved the performance
            results shown on the next page under its current investment
            management arrangements. In addition, the Fund changed its
            investment objective and policies on August 1, 2000; the
            performance results shown on the next page would not necessarily
            have been achieved had the Fund's current objective and policies
            then been in effect. Past performance is no guarantee of future
            results.

                                       2
<PAGE>

            PIMCO Growth & Income Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-
                                                            6/30/00       12.09%

                                                            Highest and Lowest
                                                            Quarter Returns
                                                            (for periods shown
                                                            in the bar chart)
                                                            --------------------
                                                            Highest (4th Qtr.
                                                            '99)          40.12%
                                                            --------------------
                                                            Lowest (3rd Qtr.
                                                            '98)         -11.53%

    [GRAPH]

'95       31.72%
'96       17.31%
'97       16.22%
'98       29.89%
'99       51.81%


                  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
         <S>                                      <C>    <C>     <C>
                                                                 Fund Inception
                                                  1 Year 5 Years (12/28/94)(/3/)
            --------------------------------------------------------------------
         Institutional Class                      51.81% 28.77%  28.72%
            --------------------------------------------------------------------
         Administrative Class                     51.32% 28.48%  28.41%
            --------------------------------------------------------------------
         S&P Mid-Cap 400 Index(/1/)               14.73% 23.05%  23.05%
            --------------------------------------------------------------------
         Lipper Large-Cap Core Fund Average(/2/)  22.29% 25.53%  25.53%
            --------------------------------------------------------------------
</TABLE>
            (1) The S&P Mid-Cap 400 Index is an unmanaged index of middle
                capitalization U.S. stocks. It is not possible to invest
                directly in the index.
            (2) The Lipper Large-Cap Core Fund Average is a total return
                performance average of funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in companies with market
                capitalizations of greater than 300% of the dollar-weighted
                median market capitalization of the S&P Mid-Cap 400 Index.
                It does not take into account sales charges. The Lipper Large-
                Cap Core Fund Average replaced the Lipper Mid-Cap Fund Average
                (a total return performance average of funds tracked by Lipper
                Analytical Services, Inc. that invest primarily in companies
                with market capitalizations of less than $5 billion at the
                time of investment). For periods ended December 31, 1999, the
                1 Year, 5 Years and Fund Inception average annual total
                returns of the Lipper Mid-Cap Fund Average were 39.38%, 23.07%
                and 23.07%, respectively.
            (3) The Fund began operations on 12/28/94. Index comparisons begin
                on 12/31/94.

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

            Shareholder Fees (fees paid directly from your investment) None

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

<TABLE>
         <S>             <C>      <C>            <C>           <C>
                                  Distribution                 Total Annual
                         Advisory and/or Service Other         Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(/1/) Expenses
            ------------------------------------------------------------------
         Institutional   0.60%    None           0.25%         0.85%
            ------------------------------------------------------------------
         Administrative  0.60     0.25%          0.25          1.10
            ------------------------------------------------------------------
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

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

<CAPTION>
         Share Class     Year 1   Year 3         Year 5        Year 10
            ------------------------------------------------------------------
         <S>             <C>      <C>            <C>           <C>
         Institutional   $ 87     $271           $471          $1,049
            ------------------------------------------------------------------
         Administrative   112      350            606           1,340
            ------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

                    Changes to "Summary of Principal Risks"

       The section of the Prospectus captioned "Summary of Principal Risks"
    is amended as follows:

    1. The subsection of the Prospectus captioned "Summary of Principal
    Risks --Interest Rate Risk" is amended to state in its entirety as
    follows:

      "Interest Rate Risk

        To the extent that Funds purchase fixed income securities
      for investment or defensive purposes, they will be subject to
      interest rate risk, a market risk relating to investments in
      fixed income securities such as bonds and notes. The Growth &
      Income Fund is particularly sensitive to this risk because it
      may invest in interest rate sensitive securities such as
      corporate bonds.

        As interest rates rise, the value of fixed income securities
      in a Fund's portfolio are likely to decrease. Securities with
      longer "durations' (defined below) tend to be more sensitive
      to changes in interest rates, usually making them more
      volatile than securities with shorter durations. Duration is a
      measure of the expected life of a fixed income security that
      is used to determine the sensitivity of a security's price to
      changes in interest rates. A Fund with a longer average
      portfolio duration will be more sensitive to changes in
      interest rates than a Fund with a shorter average portfolio
      duration."

    2. A new subsection captioned "High Yield Risk" is added to "Summary
    of Principal Risks."

      "High Yield Risk

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

    3. The subsection captioned "Smaller Company Risk" is revised to
    indicate that PIMCO Growth & Income Fund has significant exposure to
    this risk because it may invest significantly in companies with
    medium-sized market capitalizations, which are smaller and generally
    less-seasoned than the largest companies.

     Changes to "Characteristics and Risks of Securities and Investment
                                 Techniques"

      The section of the Prospectus captioned "Characteristics and Risks
    of Securities and Investment Techniques" is amended as follows:

    1. The subsection captioned "Fixed Income Securities and Defensive
    Strategies" is amended by adding the following disclosure:

      "The Growth & Income Fund will invest primarily in common
      stocks, but may also invest significant portions of its assets
      in preferred stocks, fixed income securities, convertible
      securities and Real Estate Investment Trusts, or "REITs.' The
      Growth & Income Fund may temporarily hold up to 100% of its
      assets in short-term U.S. Government securities and other
      money market instruments for defensive purposes in response to
      unfavorable market and other conditions."

    2. A subsection captioned "Corporate Debt Securities" is added. It
    reads in its entirety as follows:

      "Corporate debt securities are subject to the risk of the
      issuer's inability to meet principal and interest payments on
      the obligation and may also be subject to price volatility due
      to factors such as interest rate sensitivity, market
      perception of the creditworthiness of the issuer and general
      market

                                       4
<PAGE>

      liquidity. When interest rates rise, the value of corporate
      debt securities can be expected to decline. Debt securities
      with longer durations tend to be more sensitive to interest
      rate movements than those with shorter durations."

    3. The subsection captioned "Convertible Securities" is revised to
    read in its entirety as follows:

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

    4. A subsection captioned "High Yield Securities" is added. It reads
    in its entirety as follows:

      "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. The Funds, particularly the Growth & Income Fund, may
      invest in these securities. Investing in high yield securities
      involves special risks in addition to the risks associated
      with investments in higher-rated fixed income securities.
      While offering a greater potential opportunity for capital
      appreciation and higher yields, high yield securities
      typically entail greater potential price volatility and may be
      less liquid than higher-rated securities. High yield
      securities may be regarded as predominately speculative with
      respect to the issuer's continuing ability to meet principal
      and interest payments. They may also be more susceptible to
      real or perceived adverse economic and competitive industry
      conditions than higher-rated securities."

    5. The subsection captioned "Changes in Investment Objectives and
    Policies" is revised by adding the following disclosure:

      The investment objective of the Growth & Income Fund described
      in this Prospectus may be changed by the Board of Trustees
      without shareholder approval.

    6. The subsection captioned "Companies with Smaller Market
    Capitalizations" is revised to indicate that PIMCO Growth & Income
    Fund has significant exposure to the risks discussed in this section
    because it may invest significantly in companies with medium-sized
    market capitalizations, which are smaller and generally less-
    seasoned than the largest companies.

    Change in Portfolio Management Arrangements

      Effective August 1, 2000, the portfolio managers of the Fund will
    be Kenneth W. Corba and Peter C. Thoms of PIMCO Equity Advisors.
    Information about Mr. Corba, the Fund's current co-portfolio
    manager, and PIMCO Equity Advisors is set forth in the Prospectus
    under the caption "Management of the Funds -- Sub-Advisers." Mr.
    Thoms is a Research Analyst with PIMCO Equity Advisors. Prior to
    joining PIMCO Equity Advisors in May 1999, he was an investment
    analyst at Federated Investors from July 1998 to May 1999.

                                       5
<PAGE>

    Financial Highlights

    The financial highlights table is intended to help a shareholder
    understand the financial performance of Institutional and
    Administrative Class shares of the Fund for the past 5 years or, if
    the class is less than 5 years old, since the class of shares was
    first offered. Certain information may reflect financial results for
    a single Fund share. The total returns in the table represent the
    rate that an investor would have earned or lost on an investment in
    a particular class of shares of the Fund, assuming reinvestment of
    all dividends and distributions. Except as provided in the next
    sentence, this information has been audited by
    PricewaterhouseCoopers LLP, whose report, along with the Fund's
    financial statements, are included in the Trust's annual report to
    shareholders. The information for the period ended December 31, 1999
    is included in the Trust's semi-annual report to shareholders and is
    unaudited. The annual report and semi-annual report are incorporated
    by reference in the Statement of Additional Information and are
    available free of charge upon request from the Distributor.

<TABLE>
<CAPTION>

                               Net Asset                Net Realized/     Total    Dividends  Dividends in  Distributions
             Year or             Value        Net         Unrealized   Income from  from Net  Excess of Net   from Net
              Period           Beginning  Investment    Gain (Loss) on Investment  Investment  Investment     Realized
              Ended            of Period Income (Loss)   Investments   Operations    Income      Income     Capital Gains
    ------------------------------------------------------------------------------------------------------------------
     <S>                       <C>       <C>            <C>            <C>         <C>        <C>           <C>
     Growth & Income Fund (i)
      Institutional Class
       12/31/99+                $15.84      $(0.05)(a)      $4.50(a)      $4.45      $(0.11)      $0.00        $(8.60)
       06/30/99                  13.53       (0.03)(a)       2.99(a)       2.96        0.00        0.00         (0.65)
       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
       07/01/98-05/27/99(b)      13.50       (0.05)(a)       1.71(a)       1.66        0.00        0.00         (0.65)
       08/21/97-06/30/98         15.27       (0.05)(a)       2.37(a)       2.32        0.00        0.00         (4.09)
</TABLE>
    -------
    *   Annualized
    +   Unaudited
    (i) Formerly PIMCO Mid-Cap Equity Fund. The information provided for
        the Growth & Income Fund reflects the results of operations
        under the Fund's former Sub-Adviser through June 30, 1999; the
        Fund would not necessarily have achieved the performance results
        shown above under its current investment management
        arrangements.
    (a) Per share amounts based on average number of shares outstanding
        during the period.
    (b) All Administrative Class shares of the Mid-Cap Equity Fund were
        redeemed on May 27, 1999.

<TABLE>
<CAPTION>
                                           Fund                                                         Ratio of Net
Distributions                          Reimbursement                                       Ratio of      Investment
in Excess of   Tax Basis               Fee Added to  Net Asset               Net Assets   Expenses to   Income (Loss)
Net Realized   Return of     Total       Paid-In-    Value End                 End of     Average Net    to Average
Capital Gains   Capital  Distributions    Capital    of Period Total Return Period (000s)   Assets       Net Assets
    -----------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>           <C>           <C>       <C>          <C>           <C>           <C>
    $0.00        $0.00      $(8.71)        $0.00      $11.58      33.22%      $  5,455       1.10%(c)*      (0.66)%*
     0.00         0.00       (0.65)         0.00       15.84      23.18          7,399       0.89           (0.22)
     0.00         0.00       (4.09)         0.00       13.53      30.40          8,488       0.89           (0.25)
     0.00         0.00       (1.87)         0.00       14.04       9.61          7,591       1.15           (0.43)
     0.00         0.00       (0.37)         0.00       14.66      16.72          8,378       0.88*          (0.32)*
     0.00         0.00       (0.02)         0.00       12.92      29.34          8,357       0.88*           0.24*
     0.00         0.00       (0.65)         0.00       14.51      13.12              0       1.14*          (0.45)*
     0.00         0.00       (4.09)         0.00       13.50      19.65          2,371       1.13*          (0.49)*
<CAPTION>
Distributions
in Excess of
Net Realized     Portfolio
Capital Gains  Turnover Rate
    -----------------------------------------------------------------------------------------------------------------
<S>            <C>
    $0.00           123%
     0.00           273
     0.00           268
     0.00           202
     0.00            97
     0.00           132
     0.00           273
     0.00           268
</TABLE>
    -------
     (c) Ratio of expenses to average net assets excluding interest
         expense is 0.88%.

                                       6
<PAGE>

                      PIMCO FUNDS: MULTI-MANAGER SERIES

                        Supplement Dated August 7, 2000
                                     to the
                     Prospectus for Class A, B and C Shares
                              Dated April 3, 2000

               Disclosure Relating to PIMCO Growth & Income Fund
                      (formerly PIMCO Mid-Cap Equity Fund)

      Effective August 7, 2000, PIMCO Funds: Multi-Manager Series
    intends to offer Class A, B, and C shares of PIMCO Growth & Income
    Fund (formerly known as "PIMCO Mid-Cap Equity Fund"). In connection
    with this, the following Fund Summary is added to the Prospectus.

                                       1
<PAGE>

            PIMCO Growth & Income Fund

--------------------------------------------------------------------------------
Principal     Investment Objective Fund Focus             Approximate
Investments   Seeks long-term      Medium and large       Capitalization Range
and           growth of            capitalization         More than $1 billion
Strategies    capital; current     stocks
              income is a
              secondary
              objective

              Fund Category        Approximate Number     Dividend Frequency
              Blend Stocks         of Holdings            At least annually
                                   40-60

            The Fund seeks to achieve its investment objective by normally
            investing at least 65% of its assets in securities of companies
            with market capitalizations of at least $1 billion at the time of
            investment. The Fund may invest up to 75% of its assets in
            securities selected for their growth potential. The Fund will
            normally invest at least 25% of its assets in securities selected
            for their income potential, including dividend-paying common
            stocks, preferred stocks, corporate bonds, convertible securities
            and REITs.

             When selecting securities for the Fund's "growth" segment, the
            portfolio managers seek to identify companies with well-defined
            "wealth creating" characteristics, including superior earnings
            growth (relative to companies in the same industry or the market
            as a whole), high profitability and consistent, predictable
            earnings. In addition, through fundamental research, the portfolio
            managers seek to identify companies that are gaining market share,
            have superior management and possess a sustainable competitive
            advantage, such as superior or innovative products, personnel and
            distribution systems. The Fund's portfolio managers may choose to
            sell a stock in the "growth" segment when they believe that its
            earnings will be disappointing or that market sentiment on the
            company will turn negative. The portfolio managers will also
            consider selling a stock if the company does not meet the
            managers' estimates on revenues and/or earnings, or if an
            alternative investment is deemed to be more attractive.

             When selecting stocks for the Fund's "income" segment, the
            portfolio managers seek to identify companies with strong
            operating fundamentals that offer potential for capital
            appreciation and that also have a dividend yield in excess of the
            yield on the S&P 500 Index. The portfolio managers may replace an
            "income" security when another security with a similar risk-to-
            reward profile offers either better potential for capital
            appreciation or a higher yield than the Fund's current holding. To
            achieve its income objective, the Fund may also invest in
            preferred stocks, corporate bonds, convertible securities and
            REITs. The Fund may invest up to 10% of its assets in corporate
            bonds, which will typically consist of investment grade securities
            of varying maturities but may also include high yield securities
            ("junk bonds") rated at least B by Standard & Poor's Rating
            Services or Moody's Investors Service, Inc. or, if unrated,
            determined by the Adviser to be of comparable quality.

             The Fund may invest up to 15% of its assets in foreign
            securities, except that it may invest without limit in American
            Depository Receipts. In response to unfavorable market and other
            conditions, the Fund may make temporary investments of some or all
            of its assets in high-quality fixed income securities. This would
            be inconsistent with the Fund's investment objective and principal
            strategies.

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

              . Market Risk          . Liquidity Risk     . High Yield Risk
              . Issuer Risk          . Foreign            . Credit Risk
              . Growth Securities      Investment Risk    . Management Risk
                Risk                 . Currency Risk
              . Value Securities     . Focused Investment Risk
                Risk                 . Interest Rate Risk
              . Smaller Company
                Risk

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class shares,
            which are offered in a different prospectus. This is because the
            Fund did not offer Class A, B or C shares during the periods
            shown. Although Institutional Class and Class A, B and C shares
            would have similar annual returns (because all the Fund's shares
            represent interests in the same portfolio of securities),
            Institutional Class performance would be higher than Class A, B or
            C performance because of the lower expenses and no sales charges
            paid by Institutional Class shares. The Average Annual Total
            Returns table also shows estimated historical performance for
            Class A, B and C shares based on the performance of the Fund's
            Institutional Class shares, adjusted to reflect the actual sales
            charges (loads), distribution and/or service (12b-1) fees,
            administrative fees and other expenses paid by Class A, B and C
            shares. The performance information on the next page reflects the
            Fund's advisory fee level in effect prior to August 1, 2000 (0.63%
            per annum). Prior to July 1, 1999, the Fund had a different sub-
            adviser and would not necessarily have achieved the performance
            results shown on the next page under its current investment
            management arrangements. In addition, the Fund changed its
            investment objective and policies on August 1, 2000; the
            performance results shown on the next page would not necessarily
            have been achieved had the Fund's current objective and policies
            then been in effect. Past performance is no guarantee of future
            results.

                                       2
<PAGE>

            PIMCO Growth & Income Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-
                                                            6/30/00       12.09%

                                                            Highest and Lowest
                                                            Quarter Returns
                                                            (for periods shown
                                                            in the bar chart)
                                                            --------------------
                                                            Highest (4th Qtr.
                                                            '99)          40.12%
                                                            --------------------
                                                            Lowest (3rd Qtr.
                                                            '98)         -11.53%

    [GRAPH]

'95       31.72%
'96       17.31%
'97       16.22%
'98       29.89%
'99       51.81%


                  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
         <S>                                      <C>    <C>     <C>
                                                                 Fund Inception
                                                  1 Year 5 Years (12/28/94)(/3/)
            --------------------------------------------------------------------
         Institutional Class                      51.81% 28.77%  28.72%
            --------------------------------------------------------------------
         Class A                                  42.90% 26.82%  26.77%
            --------------------------------------------------------------------
         Class B                                  45.99% 27.17%  27.20%
            --------------------------------------------------------------------
         Class C                                  49.30% 27.32%  27.27%
            --------------------------------------------------------------------
         S&P Mid-Cap 400 Index(/1/)               14.73% 23.05%  23.05%
            --------------------------------------------------------------------
         Lipper Large-Cap Core Fund Average(/2/)  22.29% 25.53%  25.53%
            --------------------------------------------------------------------
</TABLE>
            (1)  The S&P Mid-Cap 400 Index is an unmanaged index of middle
                 capitalization U.S. stocks. It is not possible to invest
                 directly in the index.
            (2) The Lipper Large-Cap Core Fund Average is a total return
             performance average of funds tracked by Lipper Analytical
             Services, Inc. that invest primarily in companies with market
             capitalizations of greater than 300% of the dollar-weighted
             median market capitalization of the S&P Mid-Cap 400 Index. It
             does not take into account sales charges. The Lipper Large-Cap
             Core Fund Average replaced the Lipper Mid-Cap Fund Average (a
             total return performance average of funds tracked by Lipper
             Analytical Services, Inc. that invest primarily in companies with
             market capitalizations of less than $5 billion at the time of
             investment). For periods ended December 31, 1999, the 1 Year, 5
             Years and Fund Inception average annual total returns of the
             Lipper Mid-Cap Fund Average were 39.38%, 23.07% and 23.07%,
             respectively.
            (3) The Fund began operations on 12/28/94. Index comparisons begin
             on 12/31/94.

--------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the
Fund

            Shareholder Fees (fees paid directly from your investment)

<TABLE>
         <S>      <C>                                              <C>
                  Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                  on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ------------------------------------------------------------------------------------------------------
         Class A  5.50%                                            1%(/1/)
            ------------------------------------------------------------------------------------------------------
         Class B  None                                             5%(/2/)
            ------------------------------------------------------------------------------------------------------
         Class C  None                                             1%(/3/)
            ------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (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 "Investment
                Options--Class A, B and C Shares--Contingent Deferred Sales
                Charges (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed
                in the first year.

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

<TABLE>
         <S>          <C>      <C>               <C>           <C>
                               Distribution                    Total Annual
                      Advisory and/or Service    Other         Fund Operating
         Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            -----------------------------------------------------------------
         Class A      0.60%    0.25%             0.50%         1.35%
            -----------------------------------------------------------------
         Class B      0.60     1.00              0.50          2.10
            -----------------------------------------------------------------
         Class C      0.60     1.00              0.50          2.10
            -----------------------------------------------------------------
</TABLE>

            (1) Due to the 12b-1 distribution fee imposed on Class B and Class
                C shares, a Class B or Class C shareholders may, depending
                upon the length of time the shares are held, pay more than the
                economic equivalent of the maximum front-end sales charges
                permitted by relevant rules of the National Association of
                Securities Dealers, Inc.
            (2) Other Expenses reflects a 0.50% Administrative Fee paid by the
             class, which is subject to a reduction of 0.05% on average daily
             net assets attributable in the aggregate to the Fund's Class A, B
             and C shares in excess of $2.5 billion.
            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                                                                                           Example: Assuming you do not
                      Example: Assuming you redeem your shares at the end of each period        redeem your shares
         <S>          <C>              <C>              <C>              <C>               <C>    <C>    <C>    <C>
         Share Class  Year 1           Year 3           Year 5           Year 10           Year 1 Year 3 Year 5 Year 10
            -----------------------------------------------------------------------------------------------------------
         Class A                  $680             $954           $1,249            $2,085   $680   $954 $1,249  $2,085
            -----------------------------------------------------------------------------------------------------------
         Class B                   713              958            1,329             2,144    213    658  1,129   2,144
            -----------------------------------------------------------------------------------------------------------
         Class C                   313              658            1,129             2,431    213    658  1,129   2,431
            -----------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

        Changes to "Management of the Funds"; "Investment Options--
       Class A, B and C Shares"; "How Fund Shares are Priced"; "How
          to Buy and Sell Shares"; "Fund Distributions"; and "Tax
                               Consequences"

        Disclosure for PIMCO Growth & Income Fund for the sections
      of the Prospectus listed above is incorporated by reference
      from the corresponding sections of the Prospectus. Except as
      expressly set forth herein or therein or as the context
      otherwise requires, references to a "Fund" or the "Funds" in
      these sections and the sections captioned "Summary of
      Principal Risks" and "Characteristics and Risks of Securities
      and Investment Techniques" are deemed to refer to PIMCO Growth
      & Income Fund.

        PIMCO Advisors serves as Investment Adviser and
      Administrator for the Fund. The Fund pays monthly advisory
      fees to PIMCO Advisors at the annual rate of 0.60% of the
      average daily net assets of the Fund. The Fund pays PIMCO
      Advisors monthly administrative fees at the annual rate of
      0.50% of the average daily net assets attributable in the
      aggregate to the Fund's Class A, B and C shares, subject to a
      reduction of 0.05% per year on average daily net assets
      attributable in the aggregate to the Fund's Class A, B and C
      shares in excess of $2.5 billion.

        Kenneth W. Corba of PIMCO Equity Advisors (which serves as
      Sub-Adviser to the Fund) has served as the portfolio manager
      of the Fund since July 1999. Information about PIMCO Advisors,
      Mr. Corba and PIMCO Equity Advisors is set forth in the
      Prospectus under "Management of the Funds." Peter C. Thomas of
      PIMCO Equity Advisors serves as a co-portfolio manager of the
      Fund. Mr. Thomas is a Research Analyst with PIMCO Equity
      Advisors. Prior to joining PIMCO Equity Advisors in May 1999,
      he was an investment analyst at Federated Investors from July
      1998 to May 1999.

        The Fund intends to declare and distribute income dividends
      to shareholders of record at least annually.

                    Changes to "Summary of Principal Risks"

       The section of the Prospectus captioned "Summary of Principal
    Risks" is amended as follows:

    1. The subsection of the Prospectus captioned "Summary of Principal
    Risks --Interest Rate Risk" is amended to state in its entirety as
    follows:

      "Interest Rate Risk

        To the extent that Funds purchase fixed income securities
      for investment or defensive purposes, they will be subject to
      interest rate risk, a market risk relating to investments in
      fixed income securities such as bonds and notes. The Growth &
      Income Fund is particularly sensitive to this risk because it
      may invest in interest rate sensitive securities such as
      corporate bonds.

        As interest rates rise, the value of fixed income securities
      in a Fund's portfolio are likely to decrease. Securities with
      longer "durations' (defined below) tend to be more sensitive
      to changes in interest rates, usually making them more
      volatile than securities with shorter durations. Duration is a
      measure of the expected life of a fixed income security that
      is used to determine the sensitivity of a security's price to
      changes in interest rates. A Fund with a longer average
      portfolio duration will be more sensitive to changes in
      interest rates than a Fund with a shorter average portfolio
      duration."

    2. A new subsection captioned "High Yield Risk" is added to "Summary
    of Principal Risks."

      "High Yield Risk

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

                                       4
<PAGE>

    3. The subsections captioned "Growth Securities Risk" and "Value
    Securities Risk" are revised to indicate that PIMCO Growth & Income
    Fund is particularly susceptible to these risks.

    4. The subsection captioned "Smaller Company Risk" is revised to
    indicate that PIMCO Growth & Income Fund has significant exposure to
    this risk because it may invest significantly in companies with
    medium-sized market capitalizations, which are smaller and generally
    less-seasoned than the largest companies.

 Changes to "Characteristics and Risks of Securities and Investment Techniques"

      The section of the Prospectus captioned "Characteristics and Risks
    of Securities and Investment Techniques" is amended as follows:

    1. The subsection captioned "Fixed Income Securities and Defensive
    Strategies" is amended by adding the following disclosure:

      "The Growth & Income Fund will invest primarily in common
      stocks, but may also invest significant portions of its assets
      in preferred stocks, fixed income securities, convertible
      securities and Real Estate Investment Trusts, or "REITs.' The
      Growth & Income Fund may temporarily hold up to 100% of its
      assets in short-term U.S. Government securities and other
      money market instruments for defensive purposes in response to
      unfavorable market and other conditions."

    2. The subsection captioned "Foreign Securities" is amended to
    indicate that PIMCO Growth & Income Fund may invest up to 15% of its
    assets in foreign securities, and may invest in ADRs, EDRs and GDRs.

    3. The subsection captioned "Foreign Currencies" is amended to
    indicate that PIMCO Growth & Income Fund may enter into forward
    foreign currency exchange contracts to reduce the risks of adverse
    changes in foreign exchange rates.

    4. The subsection captioned "Derivatives" is amended to indicate
    that PIMCO Growth & Income Fund may purchase and sell (write) call
    and put options on securities, securities indexes and foreign
    currencies. PIMCO Growth & Income Fund may also purchase and sell
    futures contracts and options thereon with respect to securities,
    securities indexes and foreign currencies.

    5. The subsection captioned "Companies with Smaller Market
    Capitalizations" is revised to indicate that PIMCO Growth & Income
    Fund has significant exposure to the risks discussed in this section
    because it may invest significantly in companies with medium-sized
    market capitalizations, which are smaller and generally less-
    seasoned than the largest companies.

    6. A subsection captioned "Corporate Debt Securities" is added. It
    reads in its entirety as follows:

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

    7. The subsection captioned "Convertible Securities" is revised to
    read in its entirety as follows:

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

                                       5
<PAGE>

    8. A subsection captioned "High Yield Securities" is added. It reads
    in its entirety as follows:

      "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. The Funds, particularly the Growth & Income Fund, may
      invest in these securities. Investing in high yield securities
      involves special risks in addition to the risks associated
      with investments in higher-rated fixed income securities.
      While offering a greater potential opportunity for capital
      appreciation and higher yields, high yield securities
      typically entail greater potential price volatility and may be
      less liquid than higher-rated securities. High yield
      securities may be regarded as predominately speculative with
      respect to the issuer's continuing ability to meet principal
      and interest payments. They may also be more susceptible to
      real or perceived adverse economic and competitive industry
      conditions than higher-rated securities."

    9. The subsection captioned "Changes in Investment Objectives and
    Policies" is revised by adding the following disclosure:

      The investment objective of the Growth & Income Fund may be
      changed by the Board of Trustees without shareholder approval.

    Financial Highlights

      The Fund did not offer Class A, B or C shares during the periods
    indicated, and therefore Financial Highlights for the Fund are not
    included.

                                       6
<PAGE>

                      PIMCO FUNDS: MULTI-MANAGER SERIES

                        Supplement Dated August 7, 2000
                                     to the
                         Prospectus for Class D Shares
                               Dated June 1, 2000

               Disclosure Relating to PIMCO Growth & Income Fund
                      (formerly PIMCO Mid-Cap Equity Fund)

      Effective August 7, 2000, PIMCO Funds: Multi-Manager Series
    intends to offer Class A, B and C shares of PIMCO Growth & Income
    Fund (formerly known as "PIMCO Mid-Cap Equity Fund"). In connection
    with this, the following Fund Summary is added to the Prospectus.

                                       1
<PAGE>

            PIMCO Growth & Income Fund

--------------------------------------------------------------------------------
Principal     Investment Objective Fund Focus             Approximate
Investments   Seeks long-term      Medium and large       Capitalization Range
and           growth of            capitalization         More than $1 billion
Strategies    capital; current     stocks
              income is a
              secondary
              objective

              Fund Category        Approximate Number     Dividend Frequency
              Blend Stocks         of Holdings            At least annually

                                   40-60
            The Fund seeks to achieve its investment objective by normally
            investing at least 65% of its assets in securities of companies
            with market capitalizations of at least $1 billion at the time of
            investment. The Fund may invest up to 75% of its assets in
            securities selected for their growth potential. The Fund will
            normally invest at least 25% of its assets in securities selected
            for their income potential, including dividend-paying common
            stocks, preferred stocks, corporate bonds, convertible securities
            and REITs.

             When selecting securities for the Fund's "growth" segment, the
            portfolio managers seek to identify companies with well-defined
            "wealth creating" characteristics, including superior earnings
            growth (relative to companies in the same industry or the market
            as a whole), high profitability and consistent, predictable
            earnings. In addition, through fundamental research, the portfolio
            managers seek to identify companies that are gaining market share,
            have superior management and possess a sustainable competitive
            advantage, such as superior or innovative products, personnel and
            distribution systems. The Fund's portfolio managers may choose to
            sell a stock in the "growth" segment when they believe that its
            earnings will be disappointing or that market sentiment on the
            company will turn negative. The portfolio managers will also
            consider selling a stock if the company does not meet the
            managers' estimates on revenues and/or earnings, or if an
            alternative investment is deemed to be more attractive.

             When selecting stocks for the Fund's "income" segment, the
            portfolio managers seek to identify companies with strong
            operating fundamentals that offer potential for capital
            appreciation and that also have a dividend yield in excess of the
            yield on the S&P 500 Index. The portfolio managers may replace an
            "income" security when another security with a similar risk-to-
            reward profile offers either better potential for capital
            appreciation or a higher yield than the Fund's current holding. To
            achieve its income objective, the Fund may also invest in
            preferred stocks, corporate bonds, convertible securities and
            REITs. The Fund may invest up to 10% of its assets in corporate
            bonds, which will typically consist of investment grade securities
            of varying maturities but may also include high yield securities
            ("junk bonds") rated at least B by Standard & Poor's Rating
            Services or Moody's Investors Service, Inc. or, if unrated,
            determined by the Adviser to be of comparable quality.

             The Fund may invest up to 15% of its assets in foreign
            securities, except that it may invest without limit in American
            Depository Receipts. In response to unfavorable market and other
            conditions, the Fund may make temporary investments of some or all
            of its assets in high-quality fixed income securities. This would
            be inconsistent with the Fund's investment objective and principal
            strategies.

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

              . Market Risk          . Liquidity Risk     . High Yield Risk
              . Issuer Risk          . Foreign            . Credit Risk
              . Growth Securities      Investment Risk    . Management Risk
                Risk                 . Currency Risk
              . Value Securities     . Focused Investment Risk
                Risk                 . Interest Rate Risk
              . Smaller Company
                Risk

                                       2
<PAGE>

            PIMCO Growth & Income Fund (continued)

Performance The following shows summary performance information for the Fund
Information in a bar chart and an Average Annual Total Returns table. The
            information provides some indication of the risks of investing in
            the Fund by showing changes in its performance from year to year
            and by showing how the Fund's average annual returns compare with
            the returns of a broad-based securities market index and an index
            of similar funds. The bar chart, the information to its right and
            the Average Annual Total Returns table show performance of the
            Fund's Institutional Class shares, which are offered in a
            different prospectus. This is because the Fund did not offer Class
            D shares during the periods shown. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

            The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. The estimated Class D
            performance is based on the performance of the Fund's
            Institutional Class shares, adjusted to reflect the actual
            distribution and/or service (12b-1) fees and other expenses paid
            by Class D shares.

            The performance information on the next page reflects the Fund's
            advisory fee level in effect prior to August 1, 2000 (0.63% per
            annum). Prior to July 1, 1999, the Fund had a different sub-
            adviser and would not necessarily have achieved the performance
            results shown on the next page under its current investment
            management arrangements. In addition, the Fund changed its
            investment objective and policies on August 1, 2000; the
            performance results shown on the next page would not necessarily
            have been achieved had the Fund's current objective and policies
            then been in effect. Past performance is no guarantee of future
            results.

            Calendar Year Total Returns -- Institutional Class

                                                            More Recent Return
                                                            Information
                                                            --------------------
                                                            1/1/00-
                                                            6/30/00       12.09%

                                                            Highest and Lowest
                                                            Quarter Returns
                                                            (for periods shown
                                                            in the bar chart)
                                                            --------------------
                                                            Highest (4th Qtr.
                                                            '99)          40.12%
                                                            --------------------
                                                            Lowest (3rd Qtr.
                                                            '98)         -11.53%

    [GRAPH]

'95       31.72%
'96       17.31%
'97       16.22%
'98       29.89%
'99       51.81%


                  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/99)
<TABLE>
         <S>                                      <C>    <C>     <C>
                                                                 Fund Inception
                                                  1 Year 5 Years (12/28/94)(/3/)
            --------------------------------------------------------------------
         Institutional Class                      51.81% 28.77%  28.72%
            --------------------------------------------------------------------
         Class D                                  51.22% 28.27%  28.21%
            --------------------------------------------------------------------
         S&P Mid-Cap 400 Index(/1/)               14.73% 23.05%  23.05%
            --------------------------------------------------------------------
         Lipper Large-Cap Core Fund Average(/2/)  22.29% 25.53%  25.53%
            --------------------------------------------------------------------
</TABLE>
            (1)  The S&P Mid-Cap 400 Index is an unmanaged index of middle
                 capitalization U.S. stocks. It is not possible to invest
                 directly in the index.
            (2) The Lipper Large-Cap Core Fund Average is a total return
             performance average of funds tracked by Lipper Analytical
             Services, Inc. that invest primarily in companies with market
             capitalizations of greater than 300% of the dollar-weighted
             median market capitalization of the S&P Mid-Cap 400 Index. It
             does not take into account sales charges. The Lipper Large-Cap
             Core Fund Average replaced the Lipper Mid-Cap Fund Average (a
             total return performance average of funds tracked by Lipper
             Analytical Services, Inc. that invest primarily in companies with
             market capitalizations of less than $5 billion at the time of
             investment). For periods ended December 31, 1999, the 1 Year, 5
             Years and Fund Inception average annual total returns of the
             Lipper Mid-Cap Fund Average were 39.38%, 23.07% and 23.07%,
             respectively.
            (3) The Fund began operations on 12/28/94. Index comparisons begin
             on 12/31/94.

                                       3
<PAGE>

            PIMCO Growth & Income Fund (continued)

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

            Shareholder Fees (fees paid directly from your investment)None
            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
         <S>       <C>        <C>                 <C>             <C>
                              Distribution                        Total Annual
                   Advisory   and/or Service      Other           Fund Operating
                   Fees       (12b-1) Fees(/1/)   Expenses(/2/)   Expenses
            --------------------------------------------------------------------
         Class D   0.60       0.25%               0.50%           1.35%
            --------------------------------------------------------------------
            (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. Up to 0.25% per year of the total
                Administrative Fee paid under the administration agreement may
                be Distribution and/or Service (12b-1) Fees. The Fund will pay
                a total of 0.75% per year under the administration agreement
                regardless of whether a portion or none of the 0.25%
                authorized under the plan is paid under the plan. Please see
                "Management of the Funds--Administrative Fees" for details.
                The Fund intends to treat any fees paid under the plan as
                "service fees" for purposes of applicable rules of the
                National Association of Securities Dealers, Inc. (the "NASD").
                To the extent that such fees 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.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.
              Examples. The Examples below are intended to help you compare
              the cost of investing in Class D shares of the Fund with the
              costs of investing in other mutual funds. The Examples assume
              that you invest $10,000 in Class D shares for the time periods
              indicated, and then redeem all your shares at the end of those
              periods. The Examples also assume that your investment has a 5%
              return each year, the reinvestment of all dividends and
              distributions, and the Fund's operating expenses remain the
              same. Although your actual costs may be higher or lower, the
              Examples show what your costs would be based on these
              assumptions.
<CAPTION>
                   Year 1     Year 3              Year 5          Year 10
            --------------------------------------------------------------------
         <S>       <C>        <C>                 <C>             <C>
         Class D   $137       $428                $739            $1,624
            --------------------------------------------------------------------
</TABLE>

                                       4
<PAGE>

Changes to "Management of the Funds"; "How Fund Shares are Priced"; "How to Buy
         and Sell Shares"; "Fund Distributions"; and "Tax Consequences"

      Disclosure for PIMCO Growth & Income Fund for the sections of
    the Prospectus listed above is incorporated by reference from
    the corresponding sections of the Prospectus. Except as
    expressly set forth herein or therein or as the context
    otherwise requires, references to a "Fund" or the "Funds" in
    these sections and the sections captioned "Summary of Principal
    Risks" and "Characteristics and Risks of Securities and
    Investment Techniques" are deemed to refer to PIMCO Growth &
    Income Fund.

      PIMCO Advisors serves as Investment Adviser and Administrator
    for the Fund. The Fund pays monthly advisory fees to PIMCO
    Advisors at the annual rate of 0.60% of the average daily net
    assets of the Fund. The Fund pays PIMCO Advisors monthly
    administrative fees at the annual rate of 0.75% of the average
    daily net assets attributable in the aggregate to the Fund's
    Class D shares. As described in the Prospectus under "Management
    of the Funds--12b-1 Plan for Class D Shares," the administration
    agreement includes a plan adopted in conformity with Rule 12b-1
    under the Investment Company Act of 1940 (the "1940 Act") which
    provides for the payment of up to 0.25% of the 0.75%
    Administrative Fee 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 on the prior page shows the 0.75% Administrative
    Fee rate under two separate columns entitled "Distribution
    and/or Service (12b-1) Fees" and "Other Expenses."

      Kenneth W. Corba of PIMCO Equity Advisors (which serves as
    Sub-Adviser to the Fund) has served as the portfolio manager of
    the Fund since July 1999. Information about PIMCO Advisors, Mr.
    Corba and PIMCO Equity Advisors is set forth in the Prospectus
    under "Management of the Funds." Peter C. Thoms of PIMCO Equity
    Advisors serves as co-portfolio manager of the Fund. Mr. Thoms
    is a Research Analyst with PIMCO Equity Advisors. Prior to
    joining PIMCO Equity Advisors in May 1999, he was an investment
    analyst at Federated Investors from July 1998 to May 1999.

      The Fund intends to declare and distribute income dividends to
    shareholders of record at least annually.

                    Changes to "Summary of Principal Risks"

       The section of the Prospectus captioned "Summary of Principal Risks"
    is amended as follows:

    1. The subsection of the Prospectus captioned "Summary of
    Principal Risks -- Interest Rate Risk" is amended to state in
    its entirety as follows:

      "Interest Rate Risk

        To the extent that Funds purchase fixed income securities
      for investment or defensive purposes, they will be subject to
      interest rate risk, a market risk relating to investments in
      fixed income securities such as bonds and notes. The Growth &
      Income Fund is particularly sensitive to this risk because it
      may invest in interest rate sensitive securities such as
      corporate bonds.

        As interest rates rise, the value of fixed income securities
      in a Fund's portfolio are likely to decrease. Securities with
      longer "durations' (defined below) tend to be more sensitive
      to changes in interest rates, usually making them more
      volatile than securities with shorter durations. Duration is a
      measure of the expected life of a fixed income security that
      is used to determine the sensitivity of a security's price to
      changes in interest rates. A Fund with a longer average
      portfolio duration will be more sensitive to changes in
      interest rates than a Fund with a shorter average portfolio
      duration."

    2. A new subsection captioned "High Yield Risk" is added to "Summary
    of Principal Risks."

      "High Yield Risk

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

                                       5
<PAGE>

    3. The subsections captioned "Growth Securities Risk" and "Value
    Securities Risk" are revised to indicate that PIMCO Growth &
    Income Fund is particularly susceptible to these risks.

    4. The subsection captioned "Smaller Company Risk" is revised to
    indicate that PIMCO Growth & Income Fund has significant
    exposure to this risk because it may invest significantly in
    companies with medium-sized market capitalizations, which are
    smaller and generally less-seasoned than the largest companies.

     Changes to "Characteristics and Risks of Securities and Investment
                                 Techniques"

      The section of the Prospectus captioned "Characteristics and Risks
    of Securities and Investment Techniques" is amended as follows:

    1. The subsection captioned "Fixed Income Securities and Defensive
    Strategies" is amended by adding the following disclosure:

      "The Growth & Income Fund will invest primarily in common
      stocks, but may also invest significant portions of its assets
      in preferred stocks, fixed income securities, convertible
      securities and Real Estate Investment Trusts, or "REITs.' The
      Growth & Income Fund may temporarily hold up to 100% of its
      assets in short-term U.S. Government securities and other
      money market instruments for defensive purposes in response to
      unfavorable market and other conditions."

    2. The subsection captioned "Foreign Securities" is amended to
    indicate that PIMCO Growth & Income Fund may invest up to 15% of
    its assets in foreign securities, and may invest in ADRs, EDRs
    and GDRs.

    3. The subsection captioned "Foreign Currencies" is amended to
    indicate that PIMCO Growth & Income Fund may enter into forward
    foreign currency exchange contracts to reduce the risks of
    adverse changes in foreign exchange rates.

    4. The subsection captioned "Derivatives" is amended to indicate
    that PIMCO Growth & Income Fund may purchase and sell (write)
    call and put options on securities, securities indexes and
    foreign currencies. PIMCO Growth & Income Fund may also purchase
    and sell futures contracts and options thereon with respect to
    securities, securities indexes and foreign currencies.

    5. The subsection captioned "Companies with Smaller Market
    Capitalizations" is revised to indicate that PIMCO Growth &
    Income Fund has significant exposure to the risks discussed in
    this section because it may invest significantly in companies
    with medium-sized market capitalizations, which are smaller and
    generally less-seasoned than the largest companies.

    6. A subsection captioned "Corporate Debt Securities" is added. It
    reads in its entirety as follows:

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

    7. The subsection captioned "Convertible Securities" is revised to
    read in its entirety as follows:

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

                                       6
<PAGE>

    8. A subsection captioned "High Yield Securities" is added. It reads
    in its entirety as follows:

      "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. The Funds, particularly the Growth & Income Fund, may
      invest in these securities. Investing in high yield securities
      involves special risks in addition to the risks associated
      with investments in higher-rated fixed income securities.
      While offering a greater potential opportunity for capital
      appreciation and higher yields, high yield securities
      typically entail greater potential price volatility and may be
      less liquid than higher-rated securities. High yield
      securities may be regarded as predominately speculative with
      respect to the issuer's continuing ability to meet principal
      and interest payments. They may also be more susceptible to
      real or perceived adverse economic and competitive industry
      conditions than higher-rated securities."

    9. The subsection captioned "Changes in Investment Objectives and
    Policies" is revised by adding the following disclosure:

      The investment objective of the Growth & Income Fund may be
      changed by the Board of Trustees without shareholder approval.

    Financial Highlights

      The Fund did not offer Class D shares during the periods
    indicated, and therefore Financial Highlights for the Fund are
    not included.

                                       7
<PAGE>

                      PIMCO FUNDS:  MULTI MANAGER SERIES

                        Supplement dated August 4, 2000
                  to the Statement of Additional Information
               dated November 1, 2000 (as revised June 1, 2000)

THIS SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION OF PIMCO FUNDS:
MULTI MANAGER SERIES PERTAINS SOLELY TO PIMCO MID-CAP EQUITY FUND, A SERIES OF
THE TRUST. NO INFORMATION RELATING TO ANY OTHER SERIES OF THE TRUST IS AMENDED
OR SUPERSEDED HEREBY.

1.   Effective August 1, 2000, PIMCO Mid-Cap Equity Fund changed its name to
"PIMCO Growth & Income Fund."

2.   The Section of the SAI captioned "Other Information -- Certain Ownership of
Trust Shares" is amended by adding the following table.

     The table below sets forth information concerning the persons who owned of
record or beneficially more than 5% of the noted class of shares of the Mid-Cap
Equity Fund on July 23, 2000.

<TABLE>
<CAPTION>
                                                       PERCENTAGE OF
                                                       OUTSTANDING SHARES
                                SHARES OWNED           OF CLASS OWNER
                                ------------           --------------
<S>                             <C>                    <C>
Growth & Income Fund

IFTC Custodian IRA A/C          148,223.759                40.20%  *
John W. Barnum
C/O McGuire Woods
901 E. Cary St.
Richmond, VA 23219-4057

PIMCO Advisors L.P.             193,566.201                52.50%  *
800 Newport Center Drive
Newport Beach, CA 92660
</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 Investment Company Act of 1940, as amended (the
     "1940 Act").

**   Shares are believed to be held only as nominee.

3.   The section of the SAI captioned "Other Information -- Calculation of Total
Return" is amended by adding the following disclosure:

     The table below sets forth the average annual total return of certain
classes of shares of the Growth & Income Fund for periods ended December 31,
1999.  For periods prior to the "Inception Date" of a particular class of the
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
<PAGE>

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, 1999*


<TABLE>
<CAPTION>
                                                    SINCE
                                                  INCEPTION OF    INCEPTION      INCEPTION
                                                     FUND          DATE OF        DATE OF
  FUND          CLASS**       1 YEAR    5 YEARS   (ANNUALIZED)      FUND           CLASS
-----------------------------------------------------------------------------------------
  <S>        <C>              <C>       <C>       <C>             <C>           <C>
  Growth     Institutional    51.81%    28.77%       28.72%        12/28/94     12/28/94
  &          Administrative   51.32%    28.48%       28.41%                      5/31/95
  Income
-----------------------------------------------------------------------------------------
</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 (if any) was deducted at the times, in the
amounts, and under the terms discussed in the Class A, B and C Prospectus.

** Administrative Class total return presentations for periods prior to the
Inception Date of the class reflect the prior performance of Institutional Class
shares of the Fund (the oldest class) adjusted to reflect the higher Fund
operating expenses applicable to Administrative Class shares.  These include
12b-1 distribution and servicing fees, which are not paid by the Institutional
Class and are paid by the Administrative Class (at a maximum rate of .25% per
annum).

4.   The section of the SAI captioned "Other Information -- Financial
Statements" is amended by adding the following paragraph:

Unaudited financial statements for the Growth & Income Fund ONLY, as of December
31, 1999, for the period then ended, including notes thereto, are incorporated
by reference from the Trust's December 31, 1999 Semi-Annual Report for
Institutional and Administrative Class shares.  The Trust's December 31, 1999
Semi-Annual Reports, including the Semi-Annual Report for Institutional and
Administrative Class shares, were filed electronically with the SEC on March 7,
2000 (Accession No. 0001017062-00-000663).  No information from the Semi-Annual
Reports is incorporated by reference herein with respect to any other series of
the Trust.

                                      -2-
<PAGE>


PART C.  OTHER INFORMATION


Item 23.  Exhibits.

          The letter of each exhibit relates to the exhibit
          designation in Form N-1A:

          (a)       Form of Second Amendment and Restated Agreement and
                    Declaration of Trust (2)

          (b)  (1)  Form of First Amended and Restated Bylaws (4)

               (2)  Amendment to First Amended and Restated Bylaws (15)

          (c)  (1)  Article III (Shares) and Article V (Shareholders' Voting
                    Powers and Meetings) of the Second Amended and Restated
                    Agreement and Declaration of Trust (2)

               (2)  Article 9 (Issuance of Shares Certificates) and Article 11
                    (Shareholders' Voting Powers and Meetings) of the First
                    Amended and Restated Bylaws (4)


<PAGE>


          (d)  (1) (i)    Form of Amended and Restated Investment Advisory
                          Agreement (4)

                   (ii)   Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add PIMCO International Growth
                          Fund and PIMCO Tax-Efficient Structured Emerging
                          Markets Fund (6)

                   (iii)  Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add PIMCO Value 25 Fund, PIMCO
                          Hard Assets Fund, and PIMCO Tax-Efficient Equity Fund
                          (10)

                   (iv)   Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add PIMCO Funds Asset Allocation
                          Series - 90/10 Portfolio, PIMCO Funds Asset Allocation
                          Series - 60/40 Portfolio, and PIMCO Funds Asset
                          Allocation Series -30/70 Portfolio (9)

                   (v)    Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add PIMCO Mega-Cap Fund (13)

                   (vi)   Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add the PIMCO Global Innovation,
                          NFJ Value, NFJ Equity Income, Cadence Capital
                          Appreciation and Cadence Mid-Cap Growth Funds, to be
                          filed by amendment.

                   (vii)  Form of Addendum to Amended and Restated Investment
                          Advisory Agreement to add the PIMCO Healthcare
                          Innovation, PIMCO Internet Innovation, PIMCO Small-Cap
                          Technology, PIMCO Telecom Innovation, PIMCO
                          Electronics Innovation, PIMCO/Allianz New Asia,
                          PIMCO/Allianz Europe Growth, PIMCO/Allianz Select
                          World and PIMCO/Allianz Emerging Markets Funds, to be
                          filed by amendment.

               (2) (i)    Form of Portfolio Management Agreement, as amended,
                          with NFJ Investment Group dated May 5, 2000, to be
                          filed by amendment.


                   (ii)   Form of Portfolio Management Agreement, as amended,
                          with Cadence Capital Management dated May 5, 2000, to
                          be filed by amendment.

                   (iii)  Form of Portfolio Management Agreement with
                          Parametric Portfolio Associates dated May 5, 2000, to
                          be filed by amendment.


                                      -2-

<PAGE>

                         (iv)   Form of Portfolio Management Agreement with
                                Blairlogie Capital Management, dated May 5,
                                2000, to be filed by amendment.

                         (v)    Form of Portfolio Management Agreement with the
                                Sub-Adviser to the PIMCO/Allianz New Asia,
                                PIMCO/Allianz Europe Growth, PIMCO/Allianz
                                Select World and PIMCO/Allianz Emerging Markets
                                Funds, to be filed by amendment.

              (e)  (1)  Amended Distribution Contract (4)

                   (2)  Form of Amended and Restated Distribution Contract (to
                        add Class D shares) (7)

                   (3)  Form of Addendum to Distribution Contract to add
                        PIMCO International Growth Fund and PIMCO Tax-Efficient
                        Structured Emerging Markets Fund (6)

                   (4)  Form of Addendum to Distribution Contract to add
                        PIMCO Value 25 Fund, PIMCO Hard Assets Fund, and PIMCO
                        Tax-Efficient Equity Fund (10)

                   (5)  Form of Addendum to Distribution Contract to add
                        PIMCO Funds Asset Allocation Series - 90/10 Portfolio,
                        PIMCO Funds Asset Allocation Series - 60/40 Portfolio
                        and PIMCO Funds Asset Allocation Series - 30/70
                        Portfolio (9)

                   (6)  Form of Supplement to Distribution Contract to add PIMCO
                        Mega-Cap Fund (13)

                   (7)  Form of Supplement to Distribution Contract to add the
                        PIMCO Global Innovation, NFJ Equity Income, NFJ Value,
                        Cadence Capital Appreciation and Cadence Mid-Cap Growth
                        Funds, to be filed by amendment.

                   (8)  Form of Supplement to Distribution Contract to add the
                        PIMCO Healthcare Innovation, PIMCO Internet Innovation,
                        PIMCO Small-Cap Technology, PIMCO Telecom Innovation,
                        PIMCO Electronics Innovation, PIMCO/Allianz New Asia,
                        PIMCO/Allianz Europe Growth, PIMCO/Allianz Select World
                        and PIMCO/Allianz Emerging Markets Funds, to be filed by
                        amendment.

              (f)       Not Applicable

              (g)  (1)  Form of Custody and Investment Accounting Agreement with
                        Investors Fiduciary Trust Company (13)

              (h)  (1)  Form of Amended Administration Agreement between the
                        Trust and PIMCO Advisors L.P. (4)

                                      -3-

<PAGE>

                   (2)  Form of Amended and Restated Administration Agreement
                        (to include Class D shares ) between the Trust and PIMCO
                        Advisors L.P. (7)


                   (3)  Form of Amendment No. 1 to Amended and Restated
                        Administration Agreement between the Trust and PIMCO
                        Advisors L.P. (14)


                   (4)  Form of Administration Agreement between PIMCO Advisors
                        L.P. and Pacific Investment Management Company (4)

                   (5)  Form of Amendment to Administration Agreement (to
                        include Class D shares) between PIMCO Advisors L.P. and
                        Pacific Investment Management Company (11)

                   (6)  Form of Agency Agreement and Addenda (1)

                   (7)  Form of Addendum to Agency Agreement (4)

                   (8)  Form of Assignment of Agency Agreement (4)

                   (9)  Form of Addendum to Agency Agreement (6)

                  (10) (i) Form of Transfer Agency and Services Agreement with
                            National Financial Data Services, to be filed by
                            amendment.

                        (i) Form of Transfer Agency and Services Agreement with
                            First Data Investor Services Group, Inc., filed
                            herewith.

                   (11) Form of Service Plan for Institutional Services Shares
                        (6)

                   (12) Form of Administrative Services Plan for Administrative
                        Class Shares (4)

              (i)       Opinion and Consent of Counsel (6)

              (j)  (1)  Consents of PricewaterhouseCoopers LLP. (16),
                        (17) and filed herewith

                        (i)  Letter dated October 26, 1999 from
                             PricewaterhouseCooopers LLP to the Securities and
                             Exchange Commission. (14)


                   (2)  Consent and Opinion of Coopers & Lybrand LLP (6)

              (k)       Not Applicable

              (l)       Initial Capital Agreement (6)

              (m)  (1)  Form of Distribution and Servicing Plan (Class A) (4)

                   (2)  Form of Distribution and Servicing Plan (Class B) (4)

                   (3)  Form of Distribution and Servicing Plan (Class C) (4)

                   (4)  Form of Distribution Plan for Administrative Class
                        Shares (4)


                                      -4-
<PAGE>


                   (5)  Form of Distribution Plan for Class D Shares included as
                        part of the Form of Amended and Restated Administration
                        Agreement included in Exhibit 9(b)

              (n)  (a)  Financial Data Schedules for the period ended
                        6/30/98 (11)

                   (b)  Financial Data Schedules for the period ended
                        12/31/98 (12)

              (o)       Form of Amended and Restated Multi-Class Plan (7)

              (p)  (1)  Powers of Attorney and Certificate of Secretary (1)

                   (2)  Power of Attorney for E. Philip Cannon, Donald P.
                        Carter, Gary A. Childress, William D. Cvengros, John P.
                        Hardaway, Joel Segall, W. Bryant Stooks, Gerald M.
                        Thorne, Richard L. Nelson, Lyman W. Porter and Alan
                        Richards (5)

                   (3)  Power of Attorney for Kenneth M. Poovey (16)


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

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

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

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

5    Included in Post-Effective Amendment No. 27 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on October 10, 1997.

6    Included in Post-Effective Amendment No.28 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on October 31, 1997.

7    Included in Post-Effective Amendment No. 30 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on March 13, 1998.

8    Included in Post-Effective Amendment No. 32 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on April 21, 1998.

9    Included in Post-Effective Amendment No. 33 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on June 30, 1998.

10.  Included in Post-Effective Amendment No. 34 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on July 2, 1998.

11.  Included in Post-Effective Amendment No. 36 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on October 30, 1998.

12.  Included in Post-Effective Amendment No. 38 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on March 31, 1999.

13.  Included in Post-Effective Amendment No. 39 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on May 25, 1999.

14.  Included in Post-Effective Amendment No. 43 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on October 29, 1999.

15.  Included in Post-Effective Amendment No. 44 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on December 14, 1999.

16.  Included in Post-Effective Amendment No. 46 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on March 27, 2000.

17.  Included in Post-Effective Amendment No. 47 to the Trust's Registration
     Statement on Form N-1A (File 33-36528), as filed on March 31, 2000.

                                      -5-

<PAGE>

Item 24.  Persons Controlled by or Under Common Control with Registrant.

          Not applicable.

Item 25.  Indemnification


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

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

Item 26.  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

Joachim Faber, Dr.   Chief Executive Officer       Member of the Board
                                                   of Allianz AG

Udo Frank            Managing Director;            Managing Director and Chief
                     Chief Investment Officer      Investment Officer of Allianz
                     of U.S. Equity Division       Asset Advisory and Management
                                                   GmbH

Robert M. Fitzgerald Executive Vice President      Chief Financial Officer and
                     and Chief                     Treasurer, PIMCO Funds
                     Financial Officer             Distributors LLC, Cadence
                                                   Capital Management, Inc., NFJ
                                                   Investment Group, NFJ
                                                   Management, Inc., Parametric
                                                   Portfolio Associates,
                                                   Parametric Management, Inc.,
                                                   Pacific Investment
                                                   Management Company LLC and
                                                   StocksPLUS Management, Inc.;
                                                   Chief Financial Officer,
                                                   Cadence Capital Management;
                                                   Executive Vice President
                                                   and Chief Financial Officer,
                                                   Value Advisors LLC; and Chief
                                                   Financial Officer PIMCO
                                                   Funds Advertising Agency.

Kenneth M. Poovey    Managing Director; Chief      Chief Executive Officer,
                     Executive Officer of U.S.     Value Advisors LLC,
                     Equity Division of PIMCO      Oppenheimer Capital; Trustee
                     Advisors                      of the Trust.


Stephen J. Treadway  Managing Director             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.


                                      -6-
<PAGE>

James G. Ward          Executive Vice President,   Executive Vice President,
                       Human Resources             Human Resources,
                                                   Value Advisors LLC.

Andrew Bocko           Director of                 None.
                       Information Technology

Vinh T. Nguyen         Controller                  Vice President and
                                                   Controller, Cadence Capital
                                                   Management, Inc., NFJ
                                                   Management, Inc., Parametric
                                                   Management, Inc., StocksPLUS
                                                   Management, Inc., PIMCO Funds
                                                   Advertising Agency, Inc.,
                                                   PIMCO Funds Distributors LLC,
                                                   and Value Advisors LLC;
                                                   Controller, Pacific
                                                   Investment Management
                                                   Company LLC.

Stewart A. Smith       Secretary                   Secretary, NFJ Investment
                                                   Group, Parametric Portfolio
                                                   Associates; Assistant
                                                   Secretary, Cadence Capital
                                                   Management.


                          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       Director, Managing Director
                                                   and Chief Executive Officer,
                                                   Cadence Capital Management,
                                                   Inc.

Katherine A. Burdon    Managing Director           None.

Bart J. O'Connor       Managing Director           None.

Michael J. Skillman    Managing Director           None.

Wayne A. Wicker        Managing Director           None.

Robert M. Fitzgerald   Chief Financial Officer     See PIMCO Advisors L.P.
                       and Assistant Treasurer

Barbara M. Green       Treasurer                   None.

Mary Ellen Melendez    Secretary                   None.

Stewart A. Smith       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.

Stewart A. Smith       Secretary                   See PIMCO Advisors L.P.

Vinh T. Nguyen         Vice President and          See PIMCO Advisors L.P.
                       Controller

                                      -7-
<PAGE>

                        Parametric Portfolio Associates
                    7310 Columbia Center, 701 Fifth Avenue,
                        Seattle, Washington 98104-7090

Name                   Position with Portfolio Manager      Other Affiliations

William E. Cornelius   Managing Director                    Director, Managing
                                                            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 and          See PIMCO Advisors
                       Treasurer                            L.P.

Stewart A. Smith       Secretary                            See PIMCO Advisors
                                                            L.P.

Vinh T. Nguyen         Vice President and Controller        See PIMCO Advisors
                                                            L.P.

                    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
                       and Managing Director                Executive Officer,
                                                            Blairlogie Holdings
                                                            Limited (U.K.).

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

                                      -8-
<PAGE>

Item 27.   Principal Underwriters.


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


    (b)

                          Positions and               Positions
Name and Principal        Offices with                and Offices
Business Address*         Underwriter                 with Registrant

Erik M. Aarts             Vice President              None

James D. Bosch            Regional Vice President     None

Deborah P. Brennan        Vice President,             None
                          Compliance Officer

Timothy R. Clark          Executive Vice President    None

Lesley Cotton             Vice President              None

Kelly Crean               Regional Vice President     None

Paul DeNicolo             Regional Vice President     None

Jonathan P. Fessel        Regional Vice President     None

Robert M. Fitzgerald      Chief Financial Officer     None
                          and Treasurer

Michael J. Gallagher      Regional Vice President     None

Joseph Gengo              Regional Vice President     None

Ronald H. Gray            Regional Vice President     None

Dan Hally                 Regional Vice President     None

Ned Hammond               Regional Vice President     None

Charles Hano              Regional Vice President     None

Derek B. Hayes            Vice President              None

Christopher Horan         Regional Vice President     None

Kristina Hooper           Vice President              None

John B. Hussey            Regional Vice President     None

Brian Jacobs              Senior Vice President       None

Stephen R. Jobe           Senior Vice President       None

                                      -9-
<PAGE>

William E. Lynch          Senior Vice President       None

Stephen Maginn            Executive Vice President    None

Wayne Meyer               Regional Vice President     None

Andrew J. Meyers          Executive Vice President    None

George Murphy             Regional Vice President     None

Kerry A. Murphy           Vice President              None

Fiora N. Moyer            Regional Vice President     None

Philip J. Neugebauer      Senior Vice President       None

Vinh T. Nguyen            Vice President, Controller  None

Joffrey H. Pearlman       Regional Vice President     None

Glynne P. Pisapia         Regional Vice President     None

Francis C. Poli           Vice President,             None
                          Compliance Officer

J. Scott Rose             Regional Vice President     None

Anne Marie Russo          Vice President              None

Keith Schlingheyde        Regional Vice President     None

Newton B. Schott, Jr.     Executive Vice President,   Vice President and
                          Chief Administrative        Secretary
                          Officer, Chief Legal
                          Officer and Secretary

Elizabeth Ellsworth       Vice President              None

Eugene M. Smith Jr.       Vice President              None

Robert M. Smith           Regional Vice President     None

Zinovia Spezakis          Vice President              None

William H. Thomas, Jr.    Senior Vice President       None

Stephen J. Treadway       Chairman, President and     None
                          Chief Executive Officer

Paul H. Troyer            Senior Vice President       None

Theresa Vlachos           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 or 800 Newport Center Drive, Newport Beach, CA 92660.

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

Item 28.   Location of Accounts and Records.

    The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of State Street Bank &
Trust Co., 21 West 10th Street, Kansas City, Missouri 64105, National
Financial Data Services, 330 W. 9th Street, 4th Floor, Kansas City, Missouri
64105, and/or PFPC Inc., PO Box 9688, Providence,
Rhode Island 02940.

Item 29.   Management Services.

           Not Applicable.

Item 30.   Undertakings.

           Not Applicable.

                                     -10-
<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 met all of
the requirements for effectiveness of this Post-Effective Amendment 50 (the
"Amendment") to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused the Amendment to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Stamford, and
the State of Connecticut on the 4th day of August, 2000.

                            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. 50 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       August 4, 2000
----------------------------
Stephen J. Treadway


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


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

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

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

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

             *                Trustee
----------------------------
Kenneth M. Poovey

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

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

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

             *                Trustee
----------------------------
Gerald M. Thorne
                              * By: /s/ Stephen J. Treadway
                                    --------------------------
                                    Stephen J. Treadway,
                                    Attorney-In-Fact

                               Date: August 4, 2000


<PAGE>

                                 EXHIBIT INDEX


EXHIBIT NO:                     EXHIBIT NAME

(j)(1)          Consent of PricewaterhouseCoopers LLP.



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