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As filed with the Securities and Exchange Commission on November 20, 2000
Registration Nos. 33-36528;
811-6161
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / X /
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Amendment No. 59 / X /
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PIMCO FUNDS: MULTI-MANAGER SERIES
(Exact Name of Registrant as Specified in Charter)
840 Newport Center Drive, Newport Beach, CA 92660
(Address of principal executive offices) (Zip code)
1-800-927-4648
(Registrant's telephone number, including area code)
Name and address
of agent for service: Copies to:
--------------------- ----------
Stephen J. Treadway Newton B. Schott, Jr., Joseph B. Kittredge, Esq.
c/o PIMCO Funds Esq. Ropes & Gray
Distributors LLC c/o PIMCO Funds One International Place
2187 Atlantic Street Distributors LLC Boston, Massachusetts
Stamford, Connecticut 2187 Atlantic Street 02110
06902 Stamford, Connecticut
06902
It is proposed that this filing will become effective immediately upon filing in
accordance with Section 8 of the Investment Company Act of 1940.
This Post-Effective Amendment relates solely to the PIMCO Select Value Fund, a
series of the Registrant currently registered under the Investment Company Act
of 1940, but whose securities are not registered under the Securities Act of
1933. This Post-Effective Amendment is being filed solely to amend the Select
Value Fund's Private Placement Memorandum. No information relating to any other
series of the Registrant is amended or superseded hereby.
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PIMCO FUNDS: MULTI-MANAGER SERIES
PIMCO SELECT VALUE FUND
Private Placement Memorandum
November 20, 2000
________________________
The PIMCO SELECT VALUE FUND (the "Fund") is one of thirty-eight separate
investment portfolios of PIMCO Funds: Multi-Manager Series, an open-end series
management investment company (the "Trust"). The other series are offered
pursuant to separate prospectuses. Reference is made to the Trust's Prospectus
for Institutional and Administrative Class shares dated November 1, 2000 (as
revised or supplemented from time to time, the "Institutional Prospectus"),
which has been filed with the Securities and Exchange Commission ("SEC") and
portions of which are incorporated herein by reference. In the Institutional
Prospectus, references to the "Funds" or a "Fund" are deemed to refer to PIMCO
Select Value Fund unless otherwise set forth herein or therein or unless the
context otherwise requires.
________________________
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
TRANSFERRED OR RESOLD UNLESS SO REGISTERED OR EXEMPT THEREFROM. HOWEVER, THE
SECURITIES ARE REDEEMABLE AS DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM. IN
CERTAIN CASES INVESTORS MAY BE REDEEMED "IN KIND" AND RECEIVE PORTFOLIO
SECURITIES HELD BY THE FUND IN LIEU OF CASH UPON REDEMPTION. IN SUCH CASE, AN
INVESTOR WILL INCUR COSTS WHEN THE INVESTOR SELLS THE SECURITIES DISTRIBUTED.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR PROVIDE ANY
INFORMATION WITH RESPECT TO THE SHARES EXCEPT SUCH INFORMATION AS IS CONTAINED
IN THIS MEMORANDUM AND IN THE STATEMENT OF ADDITIONAL INFORMATION OR IN OTHER
MATERIALS APPROVED BY THE TRUST. NO SALES MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN MATTERS
DISCUSSED HEREIN SINCE THE DATE HEREOF.
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This Private Placement Memorandum concisely describes the information which
investors ought to know about the Fund before investing. Please read this
Memorandum carefully and keep it for further reference. The Institutional
Prospectus and a Statement of Additional Information for the Trust dated
November 1, 2000, as revised or supplemented from time to time (as so revised or
supplemented, the "Statement of Additional Information"), are available free of
charge by writing to PIMCO Funds: Multi-Manager Series, 840 Newport Center
Drive, Suite 300, Newport Beach, CA 92660 or by calling 1-800-927-4648. The
Statement of Additional Information, which contains more detailed information
about the Fund and the Trust, has been filed with the SEC and is incorporated by
reference into this Private Placement Memorandum.
The Fund does not intend to offer its shares for sale to the public at this
time. The Fund may in the future offer shares to the public pursuant to an
amendment to the Trust's Registration Statement, as discussed below under
"Investment Options."
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
The Fund's investment objective is long-term growth of capital and income.
The Fund seeks to achieve its investment objective by normally investing at
least 65% of its assets in common stocks of companies with below-average
valuations whose business fundamentals are expected to improve. Although the
Fund typically invests in companies with market capitalizations of at least $5
billion at the time of investment, it may invest in companies in any
capitalization range. To achieve income, the Fund invests a portion of its
assets in income producing (e.g., dividend-paying) stocks. The Fund normally
invests in the securities of 20 to 30 issuers.
The portfolio manager selects stocks for the Fund using a "value" style.
The portfolio manager invests primarily in common stocks of companies having
below-average valuations whose business fundamentals are expected to improve.
The portfolio manager determines valuation based on characteristics such as
price-to-earnings, price-to-book, and price-to-cash flow ratios. The portfolio
manager analyzes stocks and seeks to identify the key drivers of financial
results and catalysts for change, such as new management and new or improved
products, that indicate a company may demonstrate improving fundamentals in the
future. The portfolio manager looks to sell a stock when he believes that the
company's business fundamentals are weakening or when the stock's valuation has
become excessive. The Fund is "non-diversified," which means it invests in a
relatively small number of issuers.
The Fund may also invest to a limited degree in other kinds of equity
securities, including preferred stocks and convertible securities. The Fund may
invest up to 15% of its assets in foreign securities, except that it may invest
without limit in American Depository Receipts (ADRs).
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.
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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 . Management Risk
. Issuer Risk . Foreign Investment Risk
. Focused Investment Risk . Currency Risk
. Credit Risk
Please see "Summary of Principal Risks" following the Fund Summaries in the
Institutional Prospectus for a description of these and other risks of investing
in the Fund. In addition, "Summary of Principal Risks--Focused Investment Risk"
is supplemented to indicate that Funds, such as the Select Value Fund, that are
"non-diversified" because they invest in a relatively small number of issuers
may have more risk because changes in the value of a single security or the
impact of a single economic, political or regulatory occurrence may have a
greater adverse impact on the Fund's net asset value.
ADDITIONAL RISKS OF INVESTING IN THE FUND
-----------------------------------------
In addition to the risks described under "Principal Risks" above, the Fund
is newly formed and therefore has no history upon which investors can evaluate
its likely performance. Accordingly, there can be no assurance that the Fund
will achieve its investment objective. Also, it is possible that the Fund may
invest in securities offered in initial public offerings and other types of
transactions (such as private placements) which, because of the Fund's small
size, may have a disproportionate impact on the Fund's performance results. The
Fund would not necessarily achieve the same performance results if its aggregate
net assets were greater.
MANAGEMENT OF THE FUND
MANAGEMENT OF THE FUND'S INVESTMENT PORTFOLIO
---------------------------------------------
The Fund's investment portfolio is managed by John K. Schneider, a Vice
President of the Trust. Mr. Schneider is also a Portfolio Manager at the PIMCO
Equity Advisors division ("PIMCO Equity Advisors") of PIMCO Advisors L.P.
("PIMCO Advisors"). PIMCO Advisors serves as investment adviser to the other
series of the Trust. Additional information about Mr. Schneider, PIMCO Advisors
and PIMCO Equity Advisors can be found in the Institutional Prospectus under
"Management of the Funds--Investment Adviser and Administrator" and "Management
of the Funds--PIMCO Equity Advisors," which are incorporated herein by
reference.
The Fund does not pay any fee to Mr. Schneider or to PIMCO Advisors for Mr.
Schneider's services as the Fund's portfolio manager. However, it is anticipated
that in the future the Fund may offer shares to the public, as discussed below
under "Investment Options." It is anticipated that, prior to offering its shares
to the public, the Fund would, subject to the approval of the Board of Trustees
of the Trust and the shareholders of the Fund, enter into an Investment Advisory
Agreement with PIMCO Advisors
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pursuant to which PIMCO Advisors will assume responsibility for managing the
Fund's investment portfolio. It is anticipated that the annual advisory fee rate
payable under such Investment Advisory Agreement would be 0.60% of the Fund's
average daily net assets. Mr. Schneider is expected to continue as the Fund's
portfolio manager if and when PIMCO Advisors assumes responsibility for managing
the Fund's portfolio. The Trust believes that the assumption by PIMCO Advisors
of this responsibility will have no material effect on how the Fund's portfolio
is managed.
FUND ADMINISTRATOR
------------------
PIMCO Advisors serves as the Fund's administrator. Information about the
Fund's administration arrangements is found in the Institutional Prospectus
under "Management of the Funds--Administrative Fees," which is incorporated
herein by reference. The Fund pays PIMCO Advisors administrative fees at the
annual rate of 0.25% of the Fund's average daily net assets attributable to the
Fund's Institutional Class shares, and 0.50% of the Fund's assets attributable
to the Fund's Class A shares.
DISTRIBUTOR
-----------
The Fund's distributor is PIMCO Funds Distributor LLC, a wholly owned
subsidiary of PIMCO Advisors. Information about the Distributor is found in the
Institutional Prospectus under the caption "Management of the Funds--
Distributor," which is incorporated herein by reference.
INVESTMENT OPTIONS
The Fund does not intend to offer its shares for sale to the public at this
time. In the future, the Fund may offer Class A, Class B, Class C, Class D,
Institutional Class and/or Administrative Class shares to the public pursuant to
an amendment to the Trust's Registration Statement. Information about the
various classes of shares of the Fund is incorporated by reference herein as
provided below. Information about Institutional and Administrative Class shares
of the Trust is found in the section of the Institutional Prospectus captioned
"Investment Options--Institutional and Administrative Class Shares." Information
about Class A, B and C shares of the Trust is found in the Trust's Prospectus
for Class A, B and C shares dated November 1, 2000, as from time to time revised
or supplemented, in the section captioned "Investment Options--Class A, B and C
Shares," which is incorporated herein by reference. Information about Class D
shares of the Trust is found in the Trust's Prospectus for Class D shares dated
November 1, 2000, as from time to time revised or supplemented, in the section
captioned "How to Buy and Sell Shares," which is incorporated herein by
reference.
Purchase of Fund Shares:
------------------------
Until such time as the Fund offers Class A, Class B, Class C, Class D,
Institutional Class and/or Administrative Class shares as set forth above, the
Fund will have only two classes of shares, Class A and Institutional Class,
which currently are not offered for sale to the public. Currently, all investors
in the Fund must be "accredited investors" as defined in Regulation D under the
Securities Act of 1933.
All investments are made at the net asset value next determined after an
order and payment for the investment are received by the Fund by the designated
cutoff time for each
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accredited investor. There is no minimum initial or subsequent investment in the
Fund. The Fund reserves the right to cease accepting investments in the Fund at
any time or to reject any investment order.
Shares may be purchased (i) in cash, (ii) in exchange for securities
subject to the determination by the Fund that the securities to be exchanged are
acceptable, or (iii) by a combination of such securities and cash. Securities
acceptable to the Fund as consideration for Fund shares will be valued as set
forth under "How Fund Shares are Priced" in the Institutional Prospectus as of
the time of the next determination of net asset value after such acceptance.
All dividends, subscription or other rights which are reflected in the market
price of accepted securities at the time of valuation become the property of the
Fund and must be delivered to the Trust upon receipt by the investor from the
issuer. A gain or loss for federal income tax purposes may be realized by
investors upon the exchange, depending upon the investor's basis in the
securities tendered. The Fund will not approve securities as acceptable
consideration for Fund shares unless (i) the Fund, in its sole discretion,
believes the securities are appropriate investments for the Fund; (ii) the
investor represents and agrees that all securities offered to the Fund are not
subject to any restrictions upon their sale by the Fund under the Securities Act
of 1933, or otherwise; and (iii) the securities may be acquired under the
investment restrictions applicable to the Fund.
Redemption of Fund Shares:
--------------------------
An investor in the Fund may redeem all or a portion of its investment at
the net asset value next determined after receipt by the Fund of a redemption
request in proper form on any day the New York Stock Exchange ("Exchange") is
open for business ("business day"). The redemption request must be received by
the close of regular trading on the Exchange (normally 4:00 p.m. Eastern time).
Proceeds of the redemption will be paid as promptly as possible but in any event
within seven business days after receipt of the request.
If the Fund determines, in its sole discretion, that it would be
detrimental to the best interests of the remaining shareholders of the Fund to
make payment wholly or partly in cash, the Fund may pay the redemption price in
whole or in part by a distribution in-kind of securities held by the Fund in
lieu of cash. Securities used to redeem Fund shares in-kind will be valued in
accordance with the Fund's procedures for valuation described under "How Fund
Shares are Priced" in the Institutional Prospectus. Securities distributed by
the Fund in-kind will be selected by the Fund in light of the Fund's objective
and will not generally represent a pro rata distribution of each security held
in the Fund's portfolio. Any in-kind redemptions will be of readily marketable
securities to the extent available. Investors may incur brokerage charges on
the sale of any such securities so received in payment of redemptions.
The Fund may suspend the right of redemption and may postpone payment for
more than seven days when the Exchange is closed for other than weekends or
holidays, or if permitted by the rules of the Securities and Exchange Commission
during periods when trading on the Exchange is restricted or during an emergency
which makes it impracticable for the Fund to dispose of its securities or to
fairly determine the value of the net assets of the Fund, or during
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any other period permitted by the Securities and Exchange Commission for the
protection of investors.
Currently, the Fund does not charge any sales load, contingent deferred
sales charge ("CDSC") or Rule 12b-1 fees, although Class A, B, C and D and
Administrative Class shares may charge sales loads, CDSCs and/or 12b-1 fees.
CHANGES IN INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund described above may be changed by the
Board of Trustees without shareholder approval. Unless otherwise stated in the
Statement of Additional Information, all investment policies of the Fund may be
changed by the Board of Trustees without shareholder approval. If there is a
change in the Fund's investment objective or policies, including a change
approved by shareholder vote, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs.
ADVISER/SUB-ADVISER RELATIONSHIP
PIMCO Advisors is permitted to enter into new or amended sub-advisory
agreements with one or more sub-advisers with respect to the Fund without
obtaining shareholder approval of such agreements, subject to the conditions of
an exemptive order that has been granted by the Securities and Exchange
Commission. One of the conditions requires the Board of Trustees to approve any
such agreement. In addition, the exemptive order prohibits PIMCO Advisors from
entering into sub-advisory agreements with affiliates of PIMCO Advisors without
shareholder approval, unless those affiliates are substantially wholly-owned by
PIMCO Advisors.
ADDITIONAL INFORMATION
Information about how Fund shares are priced, Fund distributions and the
tax consequences of investing in the Fund can be found in the sections of the
Institutional Prospectus captioned, respectively, "How Fund Shares Are Priced,"
"Fund Distributions," and "Tax Consequences," which are incorporated herein by
reference. The Fund intends to declare and distribute income dividends at least
annually. In addition, the Fund intends to distribute any capital gains it
earns from the sale of portfolio securities to shareholders no less frequently
than annually.
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PIMCO FUNDS: MULTI-MANAGER SERIES
Supplement Dated [ ], 2000
to the
Statement of Additional Information Dated November 1, 2000
Disclosure relating to PIMCO Select Value Fund
--------------------------------------------------------------------------------
Note: This document supplements the PIMCO Funds: Multi-Manager Series (the
"Trust") Statement of Additional Information dated November 1, 2000 (as revised
or supplemented from time to time, the "Statement of Additional Information"),
which is incorporated by reference herein. In the Statement of Additional
Information, references to the "Funds" or a "Fund" are deemed to refer to PIMCO
Select Value Fund unless otherwise set forth herein or therein or unless the
context otherwise requires. This Supplement relates solely to PIMCO Select Value
Fund, and does not amend or supersede any disclosure relating to any other
series of the Trust.
--------------------------------------------------------------------------------
1. Date of the Statement of Additional Information.
The date of the Statement of Additional Information is hereby amended to
[ ], 2000.
2. New Series of the Trust
PIMCO Select Value Fund (the "Fund") is a new non-diversified series of the
Trust. The Fund does not intend to offer its shares for sale to the public at
this time. The Fund may in the future offer shares to the public pursuant to an
amendment to the Trust's Registration Statement, as discussed in the Private
Placement Memorandum of the Fund dated November 20, 2000 (as from time to time
revised or supplemented, the "Private Placement Memorandum").
This Supplement to the Statement of Additional Information is not a
prospectus, and should be read in conjunction with the Private Placement
Memorandum. Information from the Private Placement Memorandum is incorporated
by reference into this Supplement to Statement of Additional Information. The
Private Placement Memorandum and the Statement of Additional Information may be
obtained free of charge by writing to PIMCO Funds: Multi Manager Series, 840
Newport Center Drive, Suite 3000, Newport Beach, California, 92660 or by calling
1-800-927-4648.
<PAGE>
3. Investment Objectives and Policies.
In addition to the principal investment strategies and the principal risks
of the Fund described in the Private Placement Memorandum, the Fund may employ
other investment practices and may be subject to additional risks. The Fund may
invest in the same securities and other instruments and use the same investment
techniques as the PIMCO Renaissance Fund. Such securities, instruments and
investment techniques are described under "Investment Objectives and Policies"
in the Statement of Additional Information.
4. Investment Restrictions.
Fundamental Policies
--------------------
The investment restrictions set forth below are fundamental policies of the
Fund and may not be changed without shareholder approval by vote of a majority
of the outstanding voting securities of the Fund. Under these restrictions:
1. the Fund may borrow money to the maximum extent permitted by law,
including without limitation (i) borrowing from banks or entering into reverse
repurchase agreements, or employing similar investment techniques, and pledging
its assets in connection therewith, if immediately after each borrowing and
continuing thereafter, there is asset coverage of 300%, and (ii) entering into
reverse repurchase agreements and transactions in options, futures, options on
futures, and forward foreign currency contracts;
2. the Fund may not pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 10% of such Fund's total assets (taken at cost) and then
only to secure borrowings permitted by Restriction (a) above. (The deposit of
securities or cash or cash equivalents in escrow in connection with the writing
of covered call or put options, respectively, is not deemed to be pledges or
other encumbrances.) (For the purpose of this restriction, collateral
arrangements with respect to the writing of options, futures contracts, options
on futures contracts, and collateral arrangements with respect to initial and
variation margin are not deemed to be a pledge of assets and neither such
arrangements nor the purchase or sale of futures or related options are deemed
to be the issuance of a senior security.);
3. the Fund may not underwrite securities issued by other persons except to
the extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under federal securities
laws;
4. the Fund may not purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, including securities of real
estate investment trusts, and may purchase securities which are secured by
interests in real estate;
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5. the Fund may not acquire more than 10% of the voting securities of any
issuer, both with respect to the Fund and to the other series of the Trust to
which this policy relates, in the aggregate;
6. the Fund may not concentrate more than 25% of the value of its total
assets in any one industry;
7. the Fund may not purchase or sell commodities or commodity contracts
except that the Fund may purchase and sell financial futures contracts and
related options;
8. the Fund may not make loans, except by purchase of debt obligations or by
entering into repurchase agreements or through the lending of the Fund's
portfolio securities with respect to not more than 25% of its total assets; and
9. the Fund may not issue senior securities, except insofar as the Fund may
be deemed to have issued a senior security by reason of borrowing money in
accordance with the Fund's borrowing policies, and except that for purposes of
this investment restriction, collateral, escrow, or margin or other deposits
with respect to the making of short sales, the purchase or sale of futures
contracts or related options, purchase or sale of forward foreign currency
contracts, and the writing of options on securities are not deemed to be an
issuance of a senior security.
Notwithstanding the provisions of fundamental investment restrictions (1)
and (9) above, the Fund may borrow money for temporary administrative purposes.
To the extent that borrowings for temporary administrative purposes exceed 5% of
the total assets of the Fund, such excess shall be subject to the 300% asset
coverage requirements set forth above.
Non-Fundamental Policies
------------------------
The non-fundamental investment restrictions of the Fund are set out in the
Statement of Additional Information under "Non-Fundamental Investment
Restrictions".
5. Management of the Trust.
The disclosure under the subheadings "Trustees and Officers", "Trustees'
Compensation", and "Fund Administrator" under "Management of the Trust" in the
Statement of Additional Information applies to the Fund.
Information about the management of the Fund's portfolio is set forth in
the Private Placement Memorandum. Additional information about PIMCO Advisors
L.P. and PIMCO Equity Advisors is set forth in the Statement of Additional
Information under "Management of the Trust."
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The Administrative Fee payable by the Fund is set forth in the Private
Placement Memorandum.
6. Distribution of Trust Shares, Portfolio Transactions and Brokerage, Net
Asset Value, Taxation and Other Information.
The Information about the distribution of the Trust's shares, portfolio
transactions and brokerage, how the value of the Fund's shares are calculated
and other information about the Trust is disclosed in the Private Placement
Memorandum and in the sections of the Statement of Additional Information
captioned "Distribution of Trust Shares," "Portfolio Transactions and
Brokerage," "Net Asset Value," "Taxation" and "Other Information."
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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 Amended and Restated Bylaws (19).
(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 Amended
and Restated Bylaws (19).
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(d) (1) (i) Form of Amended and Restated Investment Advisory
Agreement effective as of May 5, 2000 (19).
(ii) Form of Investment Advisory Agreement for PIMCO Select
Growth Fund for the period from March 31, 2000 to
May 5, 2000 (19).
(iii) Form of Investment Advisory Agreement for PIMCO Global
Innovation Fund for the period from April 3, 2000 to
May 5, 2000 (19).
(iv) Form of Addendum to Investment Advisory Agreement to
add the Cadence Capital Appreciation and Cadence Mid-
Cap Growth Funds, to be filed by amendment (19).
(v) Form of Addendum to Investment Advisory Agreement to
decrease the advisory fee rate with respect to PIMCO
Growth & Income Fund (f/k/a PIMCO Mid-Cap Equity Fund)
and 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 (19).
(2) (i) Form of Portfolio Management Agreement with NFJ
Investment Group (19).
(ii) Form of Portfolio Management Agreement with Cadence
Capital Management (19).
(iii) Form of Portfolio Management Agreement with
Parametric Portfolio Associates (19).
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(iv) Form of Portfolio Management Agreement with
Blairlogie Capital Management (19).
(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 (20).
(e) (1) Form of Distribution Contract (19).
(2) Form of Supplement to Distribution Contract to add
PIMCO Global Innovation Fund for the period from April
3, 2000 to May 5, 2000 (19).
(3) Form of Supplement to Distribution Contract to add the
Cadence Capital Appreciation and Cadence Mid-Cap Growth
Funds, to be filed by amendment (19).
(4) Form of Supplement to Distribution Contract to add the
PIMCO Growth & Income, 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 (19).
(f) Not Applicable.
(g) (1) Form of Custody and Investment Accounting Agreement
dated January 1, 2000 with State Street Bank & Trust
Company (19).
(h) (1) Form of Amended and Restated Administration Agreement
between the Trust and PIMCO Advisors L.P. (19).
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(2) Form of Administration Agreement between PIMCO Advisors
L.P. and Pacific Investment Management Company (4)
(3) Form of Amendment to Administration Agreement (to
include Class D shares) between PIMCO Advisors L.P. and
Pacific Investment Management Company (11)
(4) Form of Agency Agreement and Addenda (1)
(5) Form of Addendum to Agency Agreement (4)
(6) Form of Assignment of Agency Agreement (4)
(7) Form of Addendum to Agency Agreement (6)
(8) (i) Form of Transfer Agency and Services Agreement with
National Financial Data Services, to be filed by
amendment.
(ii) Form of Transfer Agency and Services Agreement with
First Data Investor Services Group, Inc. dated
November 9, 1998, as amended July 20, 1999 (19).
(9) Form of Service Plan for Institutional Services Shares
(6)
(10) Form of Administrative Services Plan for Administrative
Class Shares (4)
(i) Opinion and Consent of Counsel (6)
(j) (1) Consents of PricewaterhouseCoopers LLP. (16),
(i) Consent dated October 30, 2000 (20)
(ii) Consent dated November 13, 2000 (21).
(iii) Letter dated October 26, 1999 from
PricewaterhouseCooopers LLP to the Securities and
Exchange Commission. (14)
(2) Consent and Opinion of Coopers & Lybrand LLP (6)
(k) Not Applicable
(l) Initial Capital Agreement (6)
(m) (1) Form of Distribution and Servicing Plan (Class A) (4)
(2) Form of Distribution and Servicing Plan (Class B) (4)
(3) Form of Distribution and Servicing Plan (Class C) (4)
(4) Form of Distribution Plan for Administrative Class
Shares (4)
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(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) Code of Ethics of the Registrant (19)
(2) Code of Ethics of PIMCO Advisors L.P., Cadence Capital
Management, NFJ Investment Group and Parametric
Portfolio Associates (19)
(3) Code of Ethics of Blairlogie Capital Management (19)
(4) Code of Ethics of PIMCO Funds Distributors LLC (19)
(q) (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.
18. Included in Post-Effective Amendment No. 50 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on August 4, 2000.
19. Included in Post-Effective Amendment No. 51 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on August 17, 2000.
20. Included in Post-Effective Amendment No. 53 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on October 31, 2000.
21. Included in Post-Effective Amendment No. 54 to the Trust's Registration
Statement on Form N-1A (File 33-36528), as filed on November 13, 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
and Member of the of Allianz AG
Executive Committee
Udo Frank Managing Director; Managing Director and Chief
Chief Investment Officer Investment Officer of Allianz
of U.S. Equity Division Asset Advisory and Management
and Member of the GmbH
Executive Committee
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 and Member of of the Trust.
the Executive committee
Marcus Reiss Member of the To be provided.
Executive Committee
William S. Member of the Executive Chief Executive Officer and
Thompson, Jr. Committee & Chief Executive Managing Director, Pacific
Officer Investment Management Company
LLC; Member, President and
Chief Executive Officer,
PIMCO Partners LLC; Director
and President, StocksPlus
Management, Inc.; Vice
President, PIMCO Variable
Insurance Trust, PIMCO
Funds: Pacific Investment
Management Series and PIMCO
Commercial Mortgage
Securities Trust, Inc.
Stephen J. Treadway Managing Director Chairman, President, and
Chief Executive Officer,
PIMCO Funds Advertising
Agency, Inc., PIMCO Funds
Distributors LLC.
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.
-6-
<PAGE>
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 Investment Company Act of 1940, the
Registrant certifies that it has duly caused this Post-Effective Amendment No.
59 to its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Stamford, and the State of Connecticut
on the 20th of November, 2000.
PIMCO FUNDS: MULTI-MANAGER SERIES
By: /s/ Stephen J. Treadway
-----------------------
Stephen J. Treadway,
President
