<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
/ / Definitive Information Statement
PIMCO Funds: Multi-Manager Series
-----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which
transaction applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- -----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PIMCO CORE EQUITY FUND
a series of PIMCO Funds: Multi-Manager Series
March 7, 2000
INFORMATION STATEMENT
I. General Information
This Information Statement, which is first being mailed on or about March 7,
2000, is distributed in connection with the following actions expected to be
taken by written consent of the Majority Shareholder (as defined below) of
PIMCO Core Equity Fund (the "Fund"), a series of PIMCO Funds: Multi-Manager
Series (the "Trust"): (1) to change the Fund's investment objective and make
the objective non-fundamental; (2) to change the Fund's classification from a
"diversified" to a "non-diversified" company and eliminate related fundamental
policies of the Fund; and (3) to approve a new Investment Advisory Agreement
for the Fund and re-approve the Agreement as necessary in connection with an
anticipated change in control of the Fund's adviser, as more fully described
below.
It is expected that the Majority Shareholder will execute a written consent
taking these actions on or about March 29, 2000. This document is required
under the federal securities laws and is provided solely for your information.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Trustees of the Trust set March 2, 2000 (the "Record Date") as the
record date for determining the number of shares and the shareholders entitled
to give consent and to receive this Information Statement. On the Record Date,
PIMCO Advisors L.P. ("PIMCO Advisors" and also the "Majority Shareholder")
owned of record or beneficially % of the outstanding shares of the Fund.
PIMCO Advisors is also the Fund's investment adviser, and is referred to herein
as the "Adviser" in this capacity.
The Fund currently has two classes of shares outstanding, the Institutional
Class and the Administrative Class. On the Record Date,
Institutional Class shares and Administrative Class shares of the
Fund were outstanding. As of the Record Date, the Trust believes that the
Trustees and officers of the Trust, as a group, owned less than one percent of
each class of shares of the Fund and the Fund as a whole.
<PAGE>
The table below sets forth information concerning the Majority Shareholder
and other persons who owned of record or beneficially more than 5% of the
noted class of shares of the Fund on the Record Date.
<TABLE>
<CAPTION>
Percentage
of
Outstanding
Shares Shares of
Institutional Class Owned Class Owned
- ------------------- ------ -----------
<S> <C> <C>
PIMCO Advisors L.P...........................................
800 Newport Center Drive, 6th Floor
Attn: Jesse Jue
Newport Beach, California 92660
National Financial Services Corporation for
Exclusive Benefit of their Customers[**].....................
P.O. Box 3908
Church Street Station
New York, New York 10008-3908
Donalson Lufkin & Jenrette**.................................
Pershing Division
P.O. Box 2052
Jersey City, New Jersey 07303
<CAPTION>
Administrative Class
- --------------------
<S> <C> <C>
Donalson Lufkin & Jenrette**.................................
Pershing Division
P.O. Box 2052
Jersey City, New Jersey 07303
PIMCO Advisors L.P...........................................
800 Newport Center Drive, 6th Floor
Attn: Jesse Jue
Newport Beach, California 92660
Norwest Bank MN NA...........................................
FBO Hanna & Morton LLP
Employee 401K
2700 Snelling Avenue, Suite 300
Minneapolis, Minnesota 55479
National Financial Services Corporation for
Exclusive Benefit of their Customers[**].....................
P.O. Box 3908
Church Street Station
New York, New York 10008-3908
</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.
2
<PAGE>
Proposals 1, 2 and 3 were approved by the Trustees, including a majority of
those Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Adviser (the "Independent Trustees"), at an in-person
meeting held on March 2, 2000.
The Proposals must also be approved by the Fund's shareholders. For each of
Proposals 1, 2, and 3, this will require the consent of a "majority of the
outstanding voting securities" of the Fund (as defined in the 1940 Act), which
means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at a meeting if more than 50% of the outstanding shares of the Fund
are represented at the meeting in person or by proxy. As stated above, the
Majority Shareholder has indicated that, as permitted by the Trust's By-laws,
it intends to execute a written consent to be effective on or about March 29,
2000, which would by itself constitute the necessary shareholder approval of
each Proposal in accordance with the 1940 Act. It is expected that each
Proposal will be implemented effective April 1, 2000. No action is required to
be taken by you as a shareholder of the Fund; this Information Statement is
furnished to you solely for your information as required by relevant federal
securities laws.
At their March 2, 2000 meeting, the Trustees also granted approval for the
Fund to change its name to "PIMCO Select Growth Fund" effective on or about
April 1, 2000.
Further information concerning the Fund is contained in Trust's Annual
Report (relating to Institutional Class and Administrative Class shares) for
the fiscal year ended June 30, 1999, and Semi-Annual Report (relating to
Institutional Class and Administrative Class shares) for the fiscal period
ended December 31, 1999, each of which may be obtained free of charge by
writing to PIMCO Funds: Multi-Manager Series, 840 Newport Center Drive, Suite
300, Newport Beach, California 92660, or by telephoning 1-800-927-4645.
II. Proposals
Proposal 1. To change the Fund's investment objective and make the objective
non-fundamental.
At the recommendation of the Adviser, the Trustees have approved (i) a
change to the Fund's investment objective as described below and (ii) making
the investment objective non-fundamental so that it may be changed in the
future without shareholder approval.
Under its current investment objective, the Fund "seeks long-term growth of
capital, with income as a secondary objective." The Adviser has recommended
that the Fund change its investment objective such that it "seeks long-term
growth of capital; income is an incidental consideration."
The change is proposed in connection with recent adjustments to the
investment strategies used by the Adviser for the Fund. Effective February 8,
2000, the Fund's strategies are now substantially the same as those of PIMCO
Growth Fund, another series of the Trust managed by the Adviser, except that
the Fund invests in fewer securities than PIMCO Growth Fund, as described in
Proposal 2 below. The Fund's proposed new investment objective, in which
income is an incidental consideration, is identical to the current investment
objective of PIMCO Growth Fund. Like PIMCO Growth Fund, the Adviser currently
selects stocks for the Fund using a "growth" style. Previously, the Adviser
used a "growth" style for approximately one-half of the Fund's portfolio, and
a "value" style for the remainder of the portfolio. In applying the growth
style, the Adviser causes the Fund to focus more on growth companies with
higher price-to-earnings ("P/E") ratios and consistent, predictable earnings.
The Adviser believes that the new investment objective is appropriate for
the Fund because it will permit the Adviser to place less emphasis on income
and more on each issuer's growth prospects, so that income may constitute a
very small element of the Fund's total return as compared to capital
appreciation.
The Fund's current investment objective is fundamental, which means that it
may not be changed without shareholder approval. In addition to the change
proposed above, the Adviser also recommends that the Fund's
3
<PAGE>
investment objective be made non-fundamental, which would permit the Trustees
to change the objective in the future without obtaining shareholder approval.
The Adviser believes that this would provide the Fund with enhanced investment
management flexibility to change its investment objective in response to
market, industry or regulatory changes without the delay and costs associated
with obtaining shareholder approval. The Fund has no current intention to
further change its investment objective, but, if this matter is approved, the
Trustees could thereafter change the objective at any time. Any such change
would be disclosed in the Fund's prospectus, as supplemented from time to
time.
Trustees' Considerations. Based on the Adviser's recommendations, the
Trustees unanimously recommend changing the Fund's investment objective and
making the objective non-fundamental.
In approving the proposals, the Trustees considered that the proposed
investment objective is identical to the objective of PIMCO Growth Fund, and
will represent less of a limitation on the growth investment style used by the
Adviser on behalf of the Fund. The Trustees also considered the enhanced
flexibility associated with making the Fund's investment objective non-
fundamental, thereby permitting the Fund to change the objective in response
to market and other developments without the delay and costs associated with
obtaining shareholder approval. They noted that the Trustees would still have
to approve any future change to the Fund's investment objective after
considering the best interests of shareholders.
Proposal 2. To change the Fund's classification from a "diversified" to a
"non-diversified" company and eliminate related fundamental
policies of the Fund.
At the recommendation of the Adviser, the Trustees have approved a change
in the Fund's classification from a "diversified company" to a "non-
diversified" company under the 1940 Act and, in connection therewith, the
elimination of related fundamental policies of the Fund regarding
diversification.
The Fund is currently classified as a "diversified company" pursuant to
Section 5(b)(1) of the 1940 Act. In general terms, this means that, with
respect to seventy-five percent of the value of the Fund's total assets, the
Fund may not invest in the securities of any one issuer if, immediately after
the investment, (i) more than five percent of the value of the Fund's total
assets would be invested in securities of that issuer or (ii) the investment
would constitute more than ten percent of the outstanding voting securities of
that issuer. These requirements do not apply to the Fund's holdings in cash
and cash items (including receivables), Government securities, and securities
of other investment companies. Under Section 5(b)(1), the remaining twenty-
five percent of the Fund's total assets may be invested without regard to
these requirements.
As described in the Fund's Statement of Additional Information, the Fund
observes two fundamental policies relating to its classification as a
diversified company under Section 5(b)(1). Under these restrictions, the Fund
may not:
1. with respect to 75% of its assets, invest in a security if, as a
result of such investment, more than 5% of its total assets (taken at
market value at the time of such investment) would be invested in the
securities of any one issuer, except that this restriction does not apply
to securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities; and
2. with respect to 75% of its assets, invest in a security if, as a
result of such investment, it would hold more than 10% (taken at the time
of such investment) of the outstanding voting securities of any one issuer,
except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
In addition to the new growth management style described in Proposal 1
above, the Fund proposes to adopt a more focused investment strategy by
investing in 15 to 25 issuers under normal circumstances. Previously, the Fund
invested in approximately 40 issuers. The Fund's current diversification
policies may inhibit the Fund in pursuing this new strategy, particularly if
the Adviser deems it beneficial for the Fund to invest more than 5% of
4
<PAGE>
its assets in a number of issuers and/or a relatively high percentage of its
assets in only a few issuers. Accordingly, the Adviser recommends that the
Fund change its classification from a "diversified" to a "non-diversified"
company to give the Fund additional flexibility to pursue a more focused
strategy. In addition, the Adviser recommends that the Fund eliminate the
fundamental policies described above, which impose substantially similar
requirements as those specified in Section 5(b)(1).
Trustees' Considerations. Based on the Adviser's recommendation, the
Trustees unanimously recommend that the Fund change its classification to a
"non-diversified" company and eliminate its related fundamental policies. The
Trustees believe that these changes are appropriate because they will provide
the Fund with additional flexibility in pursuing a focused investment
strategy.
In approving the proposals, the Trustees considered that changing the
Fund's classification and eliminating its related fundamental policies involve
potential risks. By permitting the Fund to focus investments in a smaller
number of issuers, the Fund would be more susceptible to risks associated with
a single economic, political or regulatory occurrence, and to factors
affecting a particular issuer, such as management performance, financial
leverage, or reduced demand for the issuer's goods and services. In this
regard, the Trustees noted that the Fund's performance and share price are
likely to fluctuate more sharply and less predictably than if the Fund
remained diversified.
The Trustees also considered that the Fund would, in any case, generally be
limited by certain diversification requirements under the Internal Revenue
Code of 1986 (the "Code") in order to qualify as a regulated investment
company under the Code.
Proposal 3. Approval of a new Investment Advisory Agreement for the Fund.
At the recommendation of the Adviser, the Trustees have approved a new
Investment Advisory Agreement (the "New Agreement") between the Trust and the
Adviser on behalf of the Fund. It is expected that the New Agreement will be
entered into on or about April 1, 2000, effective with the consent of the
Majority Shareholder. A description of the New Agreement, including the
services provided thereunder, the procedures for its termination and renewal,
and other services provided by the Adviser and its affiliates, is set forth
below. The description is qualified in its entirety by reference to the form
of New Agreement included as Appendix A to this Information Statement.
Additional information about the Adviser is set forth below in the section
entitled "Information About the Adviser."
The New Agreement was approved by all the Trustees, including the
Independent Trustees, at an in-person meeting held on March 2, 2000. The
Trustees, including the Independent Trustees, have recommended approval of the
New Agreement by shareholders.
The Trustees last approved the continuance of the Fund's current Amended
and Restated Investment Advisory Agreement (the "Current Agreement") on
December 9, 1999. No actions have been taken with respect to the Current
Agreement since that date, although the Trustees and shareholders approved a
new investment advisory agreement for the Fund, which is substantially
identical to the Current Agreement, in connection with a pending change in
control of the Adviser as described under "Information Regarding Pending
Change in Control of the Adviser" below. Prior to that approval, the
shareholders of the Fund last approved the Current Agreement on December 28,
1994 in connection with the organization of the Fund.
Description of the New Agreement
The New Agreement is identical in all material respects to the Current
Agreement, except that the New Agreement reflects (i) an increase in the
advisory fee payable to the Adviser thereunder from an annual rate of 0.57% to
0.60% of the Fund's average daily net assets and (ii) a change in the name of
the Fund from "PIMCO Core Equity Fund" to "PIMCO Select Growth Fund."
5
<PAGE>
The New Agreement requires that, subject to the general supervision of the
Trustees, the Adviser, either directly or through others engaged by it,
provide a continuous investment program for the Fund and determine the
composition of the assets of the Fund, including the determination of the
purchase, retention or sale of securities, cash and other investments for the
Fund. The Adviser provides or arranges for the provision of such services in
accordance with the Fund's investment objective, investment policies and
investment restrictions as stated in the Trust's registration statement filed
with the Securities and Exchange Commission (the "SEC"), as supplemented or
amended from time to time. The New Agreement provides that the Adviser may, at
its expense and subject to its supervision, engage sub-advisers to render any
or all of the investment advisory services that the Adviser would be obligated
to provide under the New Agreement. The Adviser's PIMCO Equity Advisors
division currently manages the Fund's portfolio and the Adviser does not
retain a sub-adviser for the Fund.
The New Agreement provides that it will, unless sooner terminated in
accordance with its terms, continue in effect with respect to the Fund for a
period of two years from its effective date and thereafter on an annual basis
with respect to the Fund, provided such continuance is specifically approved
at least annually (a) by the vote of a majority of the Board of Trustees of
the Trust or (b) by the vote of a majority of the outstanding voting
securities of the Fund, and provided continuance is also specifically approved
by the vote of a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on such approval. The New Agreement
provides that it terminates automatically in the event of its assignment (as
defined by the 1940 Act) by the Adviser, and provides that it may not be
materially amended without a majority vote of the outstanding voting
securities of the Fund.
The New Agreement may be terminated at any time, without the payment of any
penalty, by the Trust by vote of a majority of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Trust or, with
respect to the Fund, by a vote of a majority of the outstanding voting
securities of the Fund, upon 60 days' written notice to the Adviser, or by the
Adviser upon 60 days' written notice to the Trust.
The New Agreement provides that the Adviser shall not be subject to any
liability arising out of any services rendered by it under the Agreement,
except by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties under the Agreement.
The New Agreement provides that the Adviser shall pay the expenses
associated with maintaining its staff and personnel and shall, at its own
expense, provide all services, equipment, office space and facilities
necessary to perform its obligations under the Agreement.
Comparative Fee and Expense Information. Under the Current Agreement, the
Fund pays the Adviser a monthly fee based on average daily net assets of the
Fund at an annual rate of 0.57% of such average daily net assets. For the
fiscal year ended June 30, 1999, the Fund paid the Adviser $413,258 under the
Current Agreement. Under the New Agreement, the Fund would pay the Adviser a
monthly fee based on average daily net assets of the Fund at an annual rate of
0.60% of such average daily net assets. If the proposed fee under the New
Agreement had been in effect during the fiscal year ended June 30, 1999, the
Fund would have paid the Adviser $[435,008]. This represents a [5.26]%
increase over the fee paid under the Current Agreement during such period.
The tables and Examples on the next page are provided to assist
shareholders in understanding and comparing the fees and expenses of buying
and holding Institutional Class or Administrative Class shares of the Fund
with the Current Agreement in effect, on the one hand, or the New Agreement,
on the other. The information is based on the Fund's expenses for the fiscal
year ended June 30, 1999.
Shareholder Fees (paid directly from your investment)
<TABLE>
<S> <C>
Current Agreement None
New Agreement None
</TABLE>
6
<PAGE>
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Current Agreement:
<TABLE>
<CAPTION>
Distribution and/or
Advisory Service Other Total Annual Fund
Share Class Fees (12b-1) Fees Expenses (1) Operating Expenses
- ----------- -------- ------------------- ------------ ------------------
<S> <C> <C> <C> <C>
Institutional..... 0.57% None 0.25% 0.82%
Administrative.... 0.57% 0.25% 0.25% 1.07%
- --------
(1) Other Expenses reflect a 0.25% Administrative Fee paid by the Class.
New Agreement:
<CAPTION>
Distribution and/or
Advisory Service Other Total Annual Fund
Share Class Fees (12b-1) Fees Expenses (1) Operating Expenses
- ----------- -------- ------------------- ------------ ------------------
<S> <C> <C> <C> <C>
Institutional..... 0.60% None 0.25% 0.85%
Administrative.... 0.60% 0.25% 0.25% 1.10%
</TABLE>
- --------
(1) Other Expenses reflect 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 Current or New Agreements in effect. 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 and returns may be higher or lower, the
Examples show what your costs would be based on these assumptions.
Current Agreement:
<TABLE>
<CAPTION>
Share Class Year 1 Year 3 Year 5 Year 10
- ----------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Institutional...................................... $ 84 $262 $455 $1,014
Administrative..................................... $109 $340 $590 $1,306
</TABLE>
New Agreement:
<TABLE>
<CAPTION>
Share Class Year 1 Year 3 Year 5 Year 10
- ----------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Institutional...................................... $ 87 $271 $471 $1,049
Administrative..................................... $112 $350 $606 $1,306
</TABLE>
Information About the Adviser
The Adviser is a Delaware limited partnership organized in 1987. The
Adviser provides investment management and advisory services to private
accounts and institutional and individual clients and to mutual funds. Total
assets under management by the Adviser and its subsidiary partnerships as of
December 31, 1999 were approximately $260 billion. Additional information
regarding the Adviser is provided on pages 13-14 of the Proxy Statement
incorporated by reference into Appendix B to this Information Statement (the
"Proxy Statement").
As noted below under "Information Regarding Pending Change In Control of
the Adviser", and described in greater detail under "Description of the
Transaction" beginning on page 7 of the Proxy Statement, the corporate
structure and certain management personnel of PIMCO Advisors are expected to
change in connection with a pending acquisition of PIMCO Advisors Holdings
L.P. ("PAH") by Allianz of America, Inc. ("Allianz of America"). Mr. Cvengros
has elected not to continue his employment with PIMCO Advisors and is expected
to resign as a Trustee of the Trust after the transaction.
7
<PAGE>
Information Regarding Pending Change in Control of the Adviser
As discussed in more detail in the Proxy Statement, on October 31, 1999,
PIMCO Advisors, its two general partners, PAH and PIMCO Partners GP ("Partners
GP"), certain of their affiliates, Allianz of America, and certain other
parties entered into an Implementation and Merger Agreement pursuant to which
Allianz of America will acquire majority ownership of PIMCO Advisors (the
"Transaction"). See "Description of the Transaction" beginning on page 7 of
the Proxy Statement for a description of, among other matters, the
Transaction, the post-transaction structure and operations of PIMCO Advisors,
and a description of Allianz of America and its affiliates.
It was initially anticipated that the Transaction would be completed by the
end of the first quarter of 2000. It is now expected that the Transaction will
be completed by [the end of 2000], although there is no assurance that the
Transaction will be completed.
PIMCO Advisors will undergo a change in control as a result of the
consummation of the Transaction, resulting in the automatic termination of (i)
the Current Agreement if it remains in effect, or (ii) the New Agreement
proposed above if it is entered into prior to the completion of the
Transaction.
As proposed in the Proxy Statement, at a meeting held on March 3, 2000,
shareholders of the Fund approved a new investment advisory agreement (the
"Pending Agreement"), which is substantially identical to the Current
Agreement, to replace the Current Agreement upon its termination as a result
of the Transaction. See Proposal I beginning on page 11 of the Proxy
Statement.
Should the New Agreement be entered into prior to the completion of the
Transaction (thereby replacing the Current Agreement), the Trustees, including
the Independent Trustees, have approved the renewal of the New Agreement upon
its termination as a result of the Transaction. This approval occurred at an
in-person meeting held on March 2, 2000. The Majority Shareholder has
indicated that, to the extent necessary, it intends to re-approve the New
Agreement should it be entered into before (and, hence, be terminated as a
result of) the Transaction.
If the Transaction is not completed for any reason, (i) the New Agreement
will remain in effect if it is entered into or (ii) the Current Agreement will
remain in effect if the New Agreement is not entered into.
Trustees' Considerations. In approving the New Agreement at their March 2,
2000 meeting, the Trustees, including the Independent Trustees, requested and
evaluated information provided by the Adviser which, in the Adviser's opinion,
constituted all information reasonably necessary for the Trustees to form a
judgment as to whether the New Agreement would be in the best interests of the
Fund and its shareholders.
The Trustees considered the fact that the New Agreement would have terms
and conditions substantially identical to those of the Current Agreement with
the exception of the increase in the compensation payable to the Adviser
thereunder. The Trustees believe that the proposed fee increase will allow the
Adviser to continue to receive fees for its services that are competitive with
fees paid by other mutual funds to high-quality investment managers. In recent
years, the Trustees have noticed a general increase in the complexity of the
investment process and in the competition for talented investment personnel
and believe that the proposed increase will, over the long term, enable the
Adviser to continue to provide high-quality management services to the Fund.
In considering the New Agreement, the Trustees placed primary emphasis upon
the nature and quality of the services being provided by the Adviser, taking
into account the relative complexity of managing the Fund under its proposed
new investment objective and strategies described in Proposals 1 and 2 above.
The Trustees also considered the proposed higher advisory fees under the New
Agreement, the recent investment performance of the Fund, and the other
expenses paid by the Fund as compared to those of similar funds managed by
other investment advisers.
The Trustees also considered that, under both the Current and New
Agreements, the Adviser may receive research services from brokers in
connection with portfolio securities transactions for the Fund as described
8
<PAGE>
under "Other Information--Brokerage and Research Services" on page 32 of the
Proxy Statement. The Trustees and the Adviser foresee no material changes to
the Fund's brokerage arrangements resulting from the New Agreement.
Regarding the pending change in control of the Adviser and proposal to re-
approve the New Agreement, as necessary, in connection with the Transaction,
the Trustees reconsidered all the matters described under "Approval of the New
Advisory Agreement by the Trustees of the Trust" on page 14 of the Proxy
Statement with respect to the New Agreement, including with respect to the
advisory fee increase described above. After consideration of the foregoing
factors and such other factors as the Trustees deemed relevant, the Trustees
concluded that, should the Transaction occur after the New Agreement goes into
effect, it would be appropriate and desirable for the Adviser to continue,
after the Transaction, to act as investment adviser to the Fund under the New
Agreement.
III. Other Information
The Trust is a diversified, open-end management investment company
organized in 1990 as a business trust under the laws of Massachusetts. The
Trust is a series type company with twenty-[four] investment portfolios that
are operational and whose shares are offered for sale. The address of the
Trust is 840 Newport Center Drive, Suite 300, Newport Beach, California 92660.
Other Funds Managed by the Adviser
The Adviser provides, directly or through sub-advisers, investment services
to other funds having similar investment objectives to the Fund. The Table
below sets forth a list of each such other fund and states the size of such
other fund and the rate of compensation paid to the Adviser or its affiliates
for the provision of investment services.
<TABLE>
<CAPTION>
Approximate Net Assets
Current Annual Portfolio Management Fee Rate (in millions) as of
Name of Fund (as a percentage of average daily net assets) December 31, 1999
------------ --------------------------------------------- ----------------------
<S> <C> <C>
PIMCO Variable Insurance
Trust ("PVIT") Capital
Appreciation
Portfolio.............. 0.35% $[ ]
Centurion US Equity
Fund................... 0.30% $[ ]
Clearwater Growth Fund.. 0.15% $[ ]
</TABLE>
Information regarding the Adviser's brokerage arrangements for the Fund,
certain Trustees and officers of the Trust, and the Fund's administrator and
principal underwriter are provided under "Other Information--"Brokerage and
Research Services' (page 32), "Certain Trustees and Officers of the Trust'
(page 56), "Fund Administrator' (pages 56-57), and "Principal Underwriter'
(page 57)" in the Proxy Statement. It is expected the Fund's administrative
and distribution arrangements will remain the same whether or not any of the
Proposals described herein are approved or implemented.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
9
<PAGE>
Appendix A
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 15th day of November, 1994 and amended and restated
effective as of this day of , 199 between PIMCO Funds: Multi-Manager
Series ("Trust"), a Massachusetts business trust, and PIMCO Advisors L.P.
("Adviser"), a limited partnership.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series with each such series representing interests in
a separate portfolio of securities and other assets; and
WHEREAS, the Trust has established multiple series, including operational
series or series that are expected to be operational that are designated as
the PIMCO International Fund, PIMCO Capital Appreciation Fund, PIMCO Mid-Cap
Growth Fund, PIMCO Small-Cap Growth Fund, PIMCO Micro-Cap Growth Fund, PIMCO
Renaissance Fund, PIMCO International Growth Fund, PIMCO Growth Fund, PIMCO
Target Fund, PIMCO Opportunity Fund, PIMCO Select Growth Fund (formerly, PIMCO
Core Equity Fund), PIMCO Mid-Cap Equity Fund, PIMCO Innovation Fund, PIMCO
Equity Income Fund, PIMCO Value Fund, PIMCO Small-Cap Value Fund, PIMCO
Enhanced Equity Fund, PIMCO Structured Emerging Markets Fund, PIMCO Tax-
Efficient Equity Fund, PIMCO Mega-Cap Fund, PIMCO Tax-Efficient Structured
Emerging Markets Fund, PIMCO Funds Asset Allocation Series-90/10 Portfolio,
PIMCO Funds Asset Allocation Series-60/40 Portfolio and PIMCO Funds Asset
Allocation Series-30/70 Portfolio, such series together with any other series
subsequently established by the Trust, with respect to which the Trust desires
to retain the Adviser to render investment advisory services hereunder, and
with respect to which the Adviser is willing to do so, being herein
collectively referred to also as the "Funds"; and
WHEREAS, the Adviser is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940; and
WHEREAS, the Adviser is the parent company or an affiliate of other
companies that render investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser so that it and its
subsidiaries and affiliates will render investment advisory services to the
Funds in the manner and on the terms hereinafter set forth; and
WHEREAS, the Adviser is willing to render such services and engage its
subsidiaries, affiliates, and others to render such services to the Trust;
NOW, THEREFORE, in consideration of the premises, the promises, and mutual
covenants herein contained, it is agreed between the parties as follows:
1. Appointment. The Trust hereby appoints the Adviser to provide investment
advisory services to the Trust with respect to the Funds for the period and
on the terms set forth in this Agreement. The Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
In the event the Trust establishes and designates additional series with
respect to which it desires to retain the Adviser to render investment
advisory services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services it shall notify the Trust in
writing, whereupon such additional series shall become a Fund hereunder.
2. Duties. Subject to the general supervision of the Board of Trustees, the
Adviser shall provide general, overall advice and guidance with respect to
the Funds and provide advice and guidance to the Trust's
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Trustees. In discharging these duties the Adviser shall, either directly or
indirectly through others ("Portfolio Managers") engaged by it pursuant to
Section 3 of this Agreement, provide a continuous investment program for
each Fund and determine the composition of the assets of each Fund,
including determination of the purchase, retention, or sale of the
securities, cash, and other investments for the Fund. The Adviser (or
Portfolio Manager) will provide investment research and analysis, which may
consist of a computerized investment methodology, and will conduct a
continuous program of evaluation, investment, sales, and reinvestment of
the Fund assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Fund,
when these transactions should be executed, and what portion of the assets
of the Fund should be held in the various securities and other investments
in which it may invest, and the Adviser (or Portfolio Manager) is hereby
authorized to execute and perform such services on behalf of the Fund. To
the extent permitted by the investment policies of the Fund, the Adviser
(or Portfolio Manager) shall make decisions for the Fund as to foreign
currency matters and make determinations as to the retention or disposition
of foreign currencies or securities or other instruments denominated in
foreign currencies or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on
foreign currencies, and shall execute and perform the same. The Adviser (or
Portfolio Manager) will provide the services under this Agreement for each
Fund in accordance with the Fund's investment objective or objectives,
investment policies, and investment restrictions as stated in the Trust's
Registration Statement filed on Form N-1A with the SEC as supplemented or
amended from time to time.
In performing these duties, the Adviser, either directly or indirectly
through others selected by the Adviser:
(a) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's
Board of Trustees, and with the provisions of the Trust's Registration
Statement filed on Form N-1A as supplemented or amended from time to
time.
(b) Shall use reasonable efforts to manage each Fund so that it qualifies
as a regulated investment company under Subchapter M of the Internal
Revenue Code.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other
investments for the Funds, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates.
The Adviser's (or Portfolio Manager's) primary consideration in
effecting a security or other transaction will be to obtain the best
execution for the Fund, taking into account the factors specified in
the Prospectus and Statement of Additional Information for the Trust,
as they may be amended or supplemented from time to time. Subject to
such policies as the Board of Trustees may determine and consistent
with Section 28(e) of the Securities Exchange Act of 1934, the Adviser
(or Portfolio Manager) shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused the Fund to pay a broker or dealer,
acting as agent, for effecting a portfolio transaction at a price in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Adviser (or Portfolio
Manager) determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Adviser's (or Portfolio Manager's)
overall responsibilities with respect to the Fund and to their other
clients as to which they exercise investment discretion. To the extent
consistent with these standards, and in accordance with Section 11(a)
of the Securities Exchange Act of 1934 and Rule 11a2-(T) thereunder,
and subject to any other applicable laws and regulations, the Adviser
(or Portfolio Manager) is further authorized to allocate the orders
placed by it on behalf of the Fund to the Adviser (or Portfolio
Manager) if it is registered as a broker or dealer with the SEC, to its
affiliate that is registered as a broker or dealer with the SEC, or to
such brokers and dealers that also provide research or statistical
research and material, or other services to the Fund or the Adviser (or
Portfolio Manager). Such allocation shall be in such amounts and
proportions as the Adviser shall determine consistent with the above
standards, and, upon request, the Adviser will report on said
allocation regularly to the Board
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of Trustees of the Trust indicating the broker-dealers to which such
allocations have been made and the basis therefor.
(d) May, on occasions when the purchase or sale of a security is deemed to
be in the best interest of a Fund as well as any other investment
advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to
be so sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the
Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Adviser (or Portfolio Manager) in a manner that is
fair and equitable in the judgment of the Adviser (or Portfolio
Manager) in the exercise of its fiduciary obligations to the Trust and
to such other clients.
(e) Will, in connection with the purchase and sale of securities for each
Fund, arrange for the transmission to the custodian for the Trust on a
daily basis, such confirmation, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other
numbers that identify securities to be purchased or sold on behalf of
the Fund, as may be reasonably necessary to enable the custodian to
perform its administrative and recordkeeping responsibilities with
respect to the Fund, and, with respect to portfolio securities to be
purchased or sold through the Depository Trust Company, will arrange
for the automatic transmission of the confirmation of such trades to
the Trust's custodian.
(f) Will make available to the Trust, promptly upon request, any of the
Funds' investment records and ledgers as are necessary to assist the
Trust to comply with requirements of the 1940 Act and the Investment
Advisers Act of 1940, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Trust are
being conducted in a manner consistent with applicable laws and
regulations.
(g) Will regularly report to the Trust's Board of Trustees on the
investment program for each Fund and the issuers and securities
represented in each Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to the Funds such periodic and special
reports as the Trustees may reasonably request.
3. Appointment of Portfolio Managers. The Adviser may, at its expense and
subject to its supervision, engage one or more persons, including, but not
limited to, subsidiaries and affiliated persons of the Adviser, to render
any or all of the investment advisory services that the Adviser is
obligated to render under this Agreement including, for one or more of the
Funds and, to the extent required by applicable law, subject to the
approval of the Trust's Board of Trustees and/or the shareholders of one or
more of the Funds, a person to render investment advisory services
including the provision of a continuous investment program and the
determination of the composition of the securities and other assets of such
Fund or Funds.
4. Documentation. The Trust has delivered copies of each of the following
documents to the Adviser and will deliver to it all future amendments and
supplements thereto, if any:
(a) the Trust's Registration Statement as filed with the SEC and any
amendments thereto; and
(b) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
The Adviser has delivered to the Trust copies of the Adviser's and the
Portfolio Managers' Uniform Application for Investment Adviser Registration on
Form ADV, as filed with the SEC. The Adviser agrees to provide the Trust with
current copies of the Adviser's and the Portfolio Managers' Forms ADV, and any
supplements or amendments thereto, as filed with the SEC.
5. Records. The Adviser agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Funds by the 1940 Act. The
Adviser further agrees that all records which it maintains for the Funds
are the property of the Trust and it will promptly surrender any of such
records upon request.
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6. Expenses. During the term of this Agreement, the Adviser will pay all
expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are assumed by the Funds under this
Agreement and any expenses that are paid by a party other than the Trust
under the terms of any other agreement to which the Trust is a party or a
third-party beneficiary. The Adviser further agrees to pay or cause its
subsidiaries or affiliates to pay all salaries, fees, and expenses of any
officer or Trustee of the Trust who is an officer, director, or employee of
the Adviser or a subsidiary or affiliate of the Adviser. The Adviser
assumes and shall pay for maintaining its staff and personnel and shall, at
its own expense provide the equipment, office space, and facilities
necessary to perform its obligations under this Agreement. The Adviser
shall not, under the terms of this Agreement, bear the following expenses
(although the Adviser or an affiliate may bear certain of these expenses
under one or more other agreements):
(a) Expenses of all audits by Trust's independent public accountants;
(b) Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of each
Fund's net assets;
(e) Expenses of obtaining Portfolio Activity Reports for each Fund;
(f) Expenses of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Trust;
(h) Taxes, if any, levied against the Trust or any of its Funds;
(i) Brokerage fees and commissions in connection with the purchase and sale
of portfolio securities for any of the Funds;
(j) Costs, including the interest expenses, of borrowing money;
(k) Costs and/or fees incident to meetings of the Trust's shareholders, the
preparation and mailings of prospectuses and reports of the Trust to
its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence and qualification to do business,
and the registration of shares with federal and state securities
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for
sale;
(m) Costs of printing certificates representing shares of the Trust;
(n) Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Trust;
(o) The Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(p) Association membership dues;
(q) Extraordinary expenses as may arise, including expenses incurred in
connection with litigation, proceedings, other claims and the legal
obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto;
and
(r) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
7. Liability. The Adviser shall give the Trust the benefit of the Adviser's
best judgment and efforts in rendering services under this Agreement. The
Adviser may rely on information reasonably believed by it to
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be accurate and reliable. As an inducement for the Adviser's undertaking to
render services under this Agreement, the Trust agrees that neither the
Adviser nor its stockholders, partners, limited partners, officers,
directors, employees, or agents shall be subject to any liability for, or
any damages, expenses or losses incurred in connection with, any act or
omission or mistake in judgment connected with or arising out of any
services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in performance of the Adviser's
duties, or by reason of reckless disregard of the Adviser's investment
advisory obligations and duties under this Agreement.
8. Independent Contractor. The Adviser shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from
time to time, have no authority to act for or represent the Trust in any
way or otherwise be deemed its agent.
9. Compensation. As compensation for the services rendered under this
Agreement, the Trust shall pay to the Adviser a fee at an annual rate of
the average daily net assets of each of the Funds as set forth on the
Schedule attached hereto. The fees payable to the Adviser for all of the
Funds shall be computed and accrued daily and paid monthly. If the Adviser
shall serve for less than any whole month, the foregoing compensation shall
be prorated.
10. Non-Exclusivity. It is understood that the services of the Adviser
hereunder are not exclusive, and the Adviser shall be free to render
similar services to other investment companies and other clients whether
or not their investment objectives are similar to those of any of the
Funds.
11. Term and Continuation. This Agreement shall take effect as of the date
hereof, and shall remain in effect, unless sooner terminated as provided
herein, with respect to a Fund for a period of two years following the
date set forth on the attached Schedule. This Agreement shall continue
thereafter on an annual basis with respect to a Fund provided that such
continuance is specifically approved at least annually (a) by the vote of
a majority of the Board of Trustees of the Trust, or (b) by vote of a
majority of the outstanding voting shares of the Fund, and provided
continuance is also approved by the vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of the Trust, or the Adviser, cast
in person at a meeting called for the purpose of voting on such approval.
This Agreement may not be materially amended without a majority vote of
the outstanding voting shares (as defined in the 1940 Act) of the
pertinent Fund or Funds.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 1940 Act) of a particular Fund shall be
effective to continue this Agreement with respect to such Fund notwithstanding
(a) that this Agreement has not been approved by the holders of a majority of
the outstanding shares of any other Fund or (b) that this Agreement has not
been approved by the vote of a majority of the outstanding shares of the
Trust, unless such approval shall be required by any other applicable law or
otherwise. This Agreement will terminate automatically with respect to the
services provided by the Adviser in event of its assignment, as that term is
defined in the 1940 Act, by the Adviser.
This Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by the
Adviser, without the payment of any penalty, by vote of a majority of
the Board of Trustees of the Trust or by a vote of a majority of the
outstanding voting shares of the Trust or, with respect to a particular
Fund, by vote of a majority of the outstanding voting shares of such
Fund, on 60 days' written notice to the Adviser or, in the case of the
PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO
Innovation Fund, PIMCO Renaissance Fund and PIMCO International Fund,
by a vote of a majority of the Trustees of the Trust who are not
"interested persons" (as such term is defined in the 1940 Act) of the
Trust;
(b) by the Adviser at any time, without the payment of any penalty, upon 60
days' written notice to the Trust.
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12. Use of Name. It is understood that the name "PIMCO Advisors L.P." or
"PIMCO" or any derivative thereof or logo associated with those names are
the valuable property of the Adviser and its affiliates, and that the
Trust and/or the Funds have the right to use such names (or derivatives or
logos) only so long as this Agreement shall continue with respect to such
Trust and/or Funds. Upon termination of this Agreement, the Trust (or
Fund) shall forthwith cease to use such names (or derivatives or logos)
and, in the case of the Trust, shall promptly amend its Declaration of
Trust to change its name.
13. Notices. Notices of any kind to be given to the Advisor by the trust shall
be in writing and shall be duly given if mailed or delivered to the
Adviser at 800 Newport Center Drive, Newport Beach, California 92660, or
to such other address or to such individual as shall be specified by the
Adviser. Notices of any kind to be given to the Trust by the Adviser shall
be in writing and shall be duly given if mailed or delivered to 840
Newport Center Drive, Newport Beach, California 92660, or to such other
address or to such individual as shall be specified by the Trust.
14. Fund Obligation. A copy of the Trust's Second Amended and Restated
Agreement and Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and notice is hereby given that the
Agreement has been executed on behalf of the Trust by a trustee of the
Trust in his or her capacity as trustee and not individually. The
obligations of this Agreement shall only be binding upon the assets and
property of the Trust and shall not be binding upon any trustee, officer,
or shareholder of the Trust individually.
15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
16. Miscellaneous
(a) This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Investment Advisers Act of 1940, or any rule or order
to the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any part hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
(c) The captions in this Agreement are included for convenience only and in
no way define any of the provisions hereof or otherwise affect their
construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
PIMCO FUNDS: MULTI-MANAGER SERIES
Attest:____________________________ By:________________________________
Title:_____________________________ Title:_____________________________
PIMCO ADVISORS, L.P.
Attest:____________________________ By:________________________________
Title:_____________________________ Title:_____________________________
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Schedule to Amended and Restated
Investment Advisory Agreement
<TABLE>
<CAPTION>
Fee Effective
Fund Rate Date
---- ---- -----------
<S> <C> <C>
PIMCO Tax-Efficient Equity Fund............................ .45% 06/04/1998
PIMCO Capital Appreciation Fund............................ .45% 11/15/1994
PIMCO Mega-Cap Fund........................................ .45% [ / /1999]
PIMCO Mid-Cap Growth Fund.................................. .45% 11/15/1994
PIMCO Tax-Efficient Structured Emerging Markets Fund....... .45% 09/04/1997
PIMCO Equity Income Fund................................... .45% 11/15/1994
PIMCO Value Fund........................................... .45% 11/15/1994
PIMCO Enhanced Equity Fund................................. .45% 11/15/1994
PIMCO Structured Emerging Markets Fund..................... .45% 09/15/1996
PIMCO Growth Fund.......................................... .50% 01/14/1997
PIMCO International Fund................................... .55% 01/14/1997
PIMCO Target Fund.......................................... .55% 01/14/1997
PIMCO Select Growth Fund (formerly, PIMCO Core Equity
Fund)..................................................... .60%
PIMCO Renaissance Fund..................................... .60% 01/14/1997
PIMCO Small-Cap Value Fund................................. .60% 11/15/1994
PIMCO Mid-Cap Equity Fund.................................. .63% 11/15/1994
PIMCO Opportunity Fund..................................... .65% 01/14/1997
PIMCO Innovation Fund...................................... .65% 01/14/1997
PIMCO International Growth Fund............................ .75% 09/04/1997
PIMCO Small-Cap Growth Fund................................ 1.00% 11/15/1996
PIMCO Micro-Cap Growth Fund................................ 1.25% 11/15/1996
</TABLE>
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Appendix B
The Proxy Statement dated January 12, 2000 of PIMCO Funds:
Multi-Manager Series is incorporated by reference herein.
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