PIMCO FUNDS MULTI MANAGER SERIES, 485APOS, 2000-06-07

PIMCO FUNDS MULTI MANAGER SERIES
485APOS, 2000-06-07

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<PAGE>

As filed with the Securities and Exchange Commission on June 6, 2000

Registration Nos. 33-36528;
811-6161

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
---
Pre-Effective Amendment No. ___ [ ]
---
Post-Effective Amendment No. 48 [X]
---

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

Amendment No. 51 [X]
---

PIMCO FUNDS: MULTI-MANAGER SERIES
(Exact Name of Registrant as Specified in Charter)

840 Newport Center Drive, Newport Beach, CA 92660
(Address of principal executive offices) (Zip code)

(800) 427-4648
(Registrant's telephone number, including area code)

Name and address
of agent for service: Copies to:
--------------------- ----------

Stephen J. Treadway Newton B. Schott, Jr., Joseph B. Kittredge, Esq.
c/o PIMCO Funds Esq. Ropes & Gray
Distributors LLC c/o PIMCO Funds One International Place
2187 Atlantic Street Distributors LLC Boston, Massachusetts
Stamford, Connecticut 2187 Atlantic Street 02110
06902 Stamford, Connecticut
06902

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)
---

[ ] On [DATE] pursuant to paragraph (b)
---

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

[ ] On [DATE], pursuant to paragraph (a)(1)
---

[ ] 75 days after filing pursuant to paragraph (a)(2)
---

[ ] On [DATE] pursuant to paragraph (a)(2) of rule 485
---

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
--- previously filed post-effective amendment.

This Post-Effective Amendment relates only to PIMCO Mid-Cap Equity Fund, an
existing series of the Registrant. No information relating to any other series
of the Registrant is amended or superseded hereby.

<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

PIMCO MID-CAP EQUITY FUND

Supplement dated ________, 2000 to the
Prospectus for Institutional and Administrative Class Shares
dated November 1, 1999 (as revised April 3, 2000)

--------------------------------------------------------------------------------

Note: This document supplements the PIMCO Funds: Multi-Manager Series Prospectus
for Institutional and Administrative Class Shares (the "Institutional
Prospectus") dated November 1, 1999 (as revised April 3, 2000), which was filed
as part of Post-Effective Amendment No. 43 to the Trust's Registration Statement
on Form N-1A on October 29, 1999, portions of which are incorporated by
reference herein.

--------------------------------------------------------------------------------

DISCLOSURE RELATED TO PIMCO MID-CAP EQUITY FUND

FUND SUMMARIES -- MID-CAP EQUITY FUND

The Fund Summary for the Mid-Cap Equity Fund is supplemented by replacing
"Principal Investments and Strategies" and "Principal Risks" with the
following disclosure.

PIMCO Mid-Cap Equity Fund*

<TABLE>
<S> <C> <C> <C>
PRINCIPAL INVESTMENTS AND INVESTMENT OBJECTIVE FUND FOCUS APPROXIMATE CAPITALIZATION RANGE
STRATEGIES Seeks long-term growth of capital* Medium and large capitalization More than $1 billion
stocks
DIVIDEND FREQUENCY
At least annually

FUND CATEGORY APPROXIMATE NUMBER OF HOLDINGS
Blend Stocks 40-60
</TABLE>

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

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

The Fund may invest up to 15% of its assets in foreign securities, usually
in the form of American Depository Receipts. In response to unfavorable market
and other conditions, the Fund may make temporary investments of some or all of
its assets in high-quality fixed income securities. This would be inconsistent
with the Fund's investment objective and principal strategies.

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

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

PERFORMANCE INFORMATION FOR THE FUND WILL BE UPDATED IN A SUBSEQUENT
POST-EFFECTIVE AMENDMENT
--------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

The sector captioned "Management of the Funds" is revised to indicate that
Mr. Kenneth Corba and Peter Thoms of the PIMCO Equity Advisors division of PIMCO
Advisors will manage the Fund's portfolio. Information about Mr. Corba, the
Fund's current portfolio Manager, is provided under "Management of the Funds".
Information about Mr. Thoms will be provided in a post-effective amendment.

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

"INTEREST RATE RISK

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

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

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

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

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

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

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

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

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

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

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

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

Effective ___________, 2000, the investment objective of the Mid-Cap Equity
Fund described in this Prospectus may be changed by the Board of Trustees
without shareholder approval.

NEW FUND

It is possible that the Fund may invest in securities offered in initial public
offerings and other similar transactions which, because of the Fund's size, may
have a disproportionate impact on the Fund's performance results. The Fund would
not necessarily have achieved the same performance results if its aggregate net
assets had been greater.

<PAGE>

FINANCIAL HIGHLIGHTS

[Updated Financial Highlights to be added by a post-effective amendment.]

<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

PIMCO MID-CAP EQUITY FUND

Supplement dated , 2000 to the
Prospectus for Class A, B and C Shares
dated November 1, 1999 (as revised April 3, 2000)

--------------------------------------------------------------------------------

Note: This document supplements the PIMCO Funds: Multi-Manager Series Prospectus
for Class A, B and C Shares (the "Class ABC Prospectus") dated November 1, 1999
(as revised April 3, 2000), which was filed as part of Post-Effective Amendment
No. 43 to the Trust's Registration Statement on Form N-1A on October 29, 1999.

--------------------------------------------------------------------------------

DISCLOSURE RELATED TO PIMCO MID-CAP EQUITY FUND

The following Fund Summary is added to the Class ABC Prospectus.

1
<PAGE>

PIMCO Mid-Cap Equity Fund*
--------------------------------------------------------------------------------
Principal Investment Fund Focus Approximate
Investments Objective Medium and large Capitalization Range
and Seeks long-term capitalization stocks More than $1 billion
Strategies growth of capital*

Dividend Frequency
Approximate Number At least annually
of Holdings
40-60

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

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

When selecting stocks for the Fund's "income" segment, the portfolio
managers seek to identify companies with strong operating fundamentals
that offer potential for capital appreciation and that also have a
dividend yield in excess of the yield on the S&P 500 Index. The
portfolio managers may replace an "income" security when another
security with a similar risk-to-reward profile offers either better
potential for capital appreciation or a higher yield than the Fund's
current holding. To achieve its income objective, the Fund may also
invest in preferred stocks, corporate bonds, convertible securities
and REITs. The Fund may invest up to 15% of its assets in foreign
securities, usually in the form of American Depository Receipts. In
response to unfavorable market and other conditions, the Fund may make
temporary investments of some or all of its assets in high-quality
fixed income securities. This would be inconsistent with the Fund's
investment objective and principal strategies.

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

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

Please see "Summary of Principal Risks" following the Fund Summaries in the
Class ABC Prospectus for a description of these and other risks of investing in
the Fund.

--------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information Fund in a bar chart and an Average Annual Total Returns table. The
information provides some indication of the risks of investing in
the Fund by showing changes in its performance from year to year and
by showing how the Fund's average annual returns compare with the
returns of a broad-based securities market index and an index of
similar funds. The bar chart, the information to its right and the
Average Annual Total Returns table show performance of the Fund's
Institutional Class shares, which are offered in a different
prospectus. This is because the Fund did not offer Class A, B or C
shares during the periods listed. Although Institutional Class and
Class A, B and C shares would have similar annual returns (because
all of the Fund's shares represent interests in the same portfolio
of securities), Institutional Class performance would be higher than
Class A, B or C performance because of the lower expenses and no
sales charges paid by Institutional Class shares. The Average Annual
Total Returns table also shows estimated historical performance for
Class A, B and C shares based on the performance of the Fund's
Institutional Class shares, adjusted to reflect the actual sales
charges (loads), distribution and/or service (12b-1) fees,
administrative fees and other expenses paid by Class A, B and C
shares. Past performance is no guarantee of future results.

<PAGE>

PIMCO Mid-Cap Equity Fund (continued)

Calendar Year Total Returns - Institutional Class

Calendar Graph Appears Here [Plot Points]

[31.72%] [17.31%] [16.22%] [29.89%] [51.81%]
1995 1996 1997 1998 1999

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

Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
Fund Inception
1 Year 5 Years (12/28/94)/(3)/
<S> <C> <C> <C>
--------------------------------------------------------------------------------
Institutional Class 51.81% 28.77% 28.72%
--------------------------------------------------------------------------------
Class A % % %
--------------------------------------------------------------------------------
Class B % % %
--------------------------------------------------------------------------------
Class C % % %
--------------------------------------------------------------------------------
S&P Mid-Cap 400 Index/(1)/ 14.73% 23.05% 23.05%
--------------------------------------------------------------------------------
Lipper Mid-Cap Fund Average/(2)/ 39.38% 23.07% 23.07%
--------------------------------------------------------------------------------
</TABLE>
(1) The Mid-Cap 400 Index is an unmanaged index of middle capitalization common
stocks. It is not possible to invest directly in the index.
(2) The Lipper Mid-Cap Fund Average is a total return performance average of
funds tracked by Lipper Analytical Services, Inc. that invest primarily in
companies with market capitalization of less than $5 billion at the time of
investment. It does not take into account sales charges.
(3) The Fund began operations on 12/28/94. Index comparisons begin on 12/31/94.

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

Shareholders Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
Maximum Sales Charge (Load) Imposed Maximum Contingent Deferred Sales Charge (Load)
on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A 5.50% 1% /(1)/
--------------------------------------------------------------------------------------------------------------
Class B None 5% /(2)/
--------------------------------------------------------------------------------------------------------------
Class C None 1% /(3)/
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Imposed only in certain circumstances where Class A
shares are purchased without a front-end sales charge at
the time of purchase
(2) The maximum CDSC is imposed on shares redeemed in the
first year. For shares held longer than one year, the
CDSC declines according to the schedule set forth under
"Investment Options--Class A, B and C Shares--Contingent
Deferred Sales Charges (CDSCs)--Class B Shares" in the
Class ABC Prospectus.
(3) The CDSC on Class C shares is imposed only on shares
redeemed in the first year.

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

<TABLE>
<CAPTION>
Distribution Total Annual
Advisory and/or Service Other Fund Operating
Share Class Fees (12b-1) Fees /(1)/ Expenses /(2)/ Expenses
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 0.63% 0.25% 0.40% 1.28%
-----------------------------------------------------------------------------------------------------
Class B 0.63 1.00 0.40 1.98
-----------------------------------------------------------------------------------------------------
Class C 0.63 1.00 0.40 1.98
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Due to the 12b-1 distribution fee imposed on Class B and
Class C shares, a Class B or Class C shareholders may,
depending upon the length of time the shares are held,
pay more than the economic equivalent of the maximum
front-end sales charges permitted by relevant rules of
the National Association of Securities Dealers, Inc.
(2) Other Expenses reflects a 0.40% Administrative Fee paid
by the class, which is subject to a reduction of 0.05%
on average daily net asset attributable in the aggregate
to the Fund's Class A, B, and C shares in excess of
$2.5 billion.

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

Example: Assuming you redeem your shares at the end Example: Assuming you do not redeem your
of each period shares
Year 1 Year 3 Year 5 Year 10 Year 1 Year 3 Year 5 Year 10
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A $ $ $ $ $ $ $ $
---------------------------------------------------------------------------------------------------------------
Class B
---------------------------------------------------------------------------------------------------------------
Class C
---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MANAGEMENT OF THE FUNDS; INVESTMENT OPTIONS - CLASS A, B AND C SHARES; HOW FUND
SHARES ARE PRICED; HOW TO BUY AND SELL SHARES; FUND DISTRIBUTIONS; AND TAX
CONSEQUENCES;

Disclosure for the Mid-Cap Equity Fund for the sections listed above is
incorporated by reference from the corresponding sections of the Class ABC
Prospectus. Except as expressly set forth herein or therein or as the context
otherwise requires, references to a "Fund" or the "Funds" in such Prospectus are
deemed to refer to the PIMCO Mid-Cap Equity Fund.

PIMCO Advisors serves as Investment Adviser and Administrator for the Fund.
Kenneth W. Corba of PIMCO Equity Advisors (which serves as Sub-Adviser to the
Fund) has served as the portfolio manager of the Fund since July, 1999.
Information about PIMCO Advisors, Mr. Corba and PIMCO Equity Advisors is set
forth in the Class ABC Prospectus under "Management of the Funds." Peter Thoms
of PIMCO Equity Advisors will serve as the co-portfolio manager of the Fund.
Information about Mr. Thoms will be provided in a subsequent post-effective
amendment. The Fund pays monthly advisory fees to PIMCO Advisors at the annual
rate of 0.63% of the average daily net assets of the Fund. The Fund pays PIMCO
Advisors monthly administrative fees at the annual rate of 0.40% of the average
daily net assets attributable in the aggregate to the Fund's Class A, B and C
shares, subject to a reduction of 0.05% per year on average daily net assets
attributable in the aggregate to the Fund's Class A, B and C shares in excess of
$2.5 billion.

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

SUMMARY OF PRINCIPAL RISKS; AND CHARACTERISTICS AND RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES

The disclosure for the Fund in these sections is incorporated by reference
from the corresponding sections (revised as set forth below) of the Class ABC
Prospectus. Except as expressly set forth herein or therein or as the context
otherwise requires, references to a "Fund" or the "Funds" in such Prospectus are
deemed to refer to the PIMCO Mid-Cap Equity Fund.

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

"INTEREST RATE RISK

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

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

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

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

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

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

Effective ___________, 2000, the investment objective of the Mid-Cap Equity
Fund described in this Prospectus may be changed by the Board of Trustees
without shareholder approval.

NEW FUND

FINANCIAL HIGHLIGHTS

The Fund did not offer Class A, B or C shares during the periods listed in
the section of the Class ABC Prospectus captioned "Financial Highlights."
<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

PIMCO MID-CAP EQUITY FUND

Supplement dated , 2000 to the
Prospectus for Class D Shares
dated November 1, 1999 (as revised April 3, 2000)

--------------------------------------------------------------------------------

Note: This document supplements the PIMCO Funds: Multi-Manager Series Prospectus
for Class D Shares (the "Class D Prospectus") dated November 1, 1999 (as revised
April 3, 2000), which was filed as part of Post-Effective Amendment No. 43 to
the Trust's Registration Statement on Form N-1A on October 29, 1999.

--------------------------------------------------------------------------------

DISCLOSURE RELATED TO PIMCO MID-CAP EQUITY FUND

The following Fund Summary is added to the Class D Prospectus.

1
<PAGE>

Dividend Frequency
Approximate Number At least annually/
of Holdings
40-60

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

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

* IT IS ANTICIPATED THAT ON OR ABOUT________ , 2000, THE FUND WILL
CHANGE ITS NAME TO "PIMCO GROWTH & INCOME FUND," AT WHICH TIME IT
WILL CHANGE ITS INVESTMENT OBJECTIVE TO "SEEKS GROWTH OF CAPITAL;
CURRENT INCOME IS A SECONDARY OBJECTIVE."
----------------------------------------------------------------
Principal Among the principal risks of investing in the Fund, which could
Risks adversely affect its net asset value, yield and total return, are:

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

Please see "Summary of Principal Risks" following the Fund Summaries in the
Class D Prospectus for a description of these and other risks of investing in
the Fund.

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

The Average Annual Total Returns table also shows estimated
historical performance for Class D shares based on the performance
of the Fund's Institutional Class shares, adjusted to reflect the
actual distribution and/or service (12b-1) fees and other expenses
paid by Class D shares. Past performance is no guarantee of future
results.

<PAGE>

PIMCO Mid-Cap Equity Fund (continued)

Calendar Year Total Returns - Institutional Class

Calendar Graph Appears Here [Plot Points]

[31.72%] [17.31%] [16.22%] [29.89%] [51.81%]
1995 1996 1997 1998 1999

Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
Fund Inception
1 Year 5 Years (12/28/94)/(3)/
<S> <C> <C> <C>
--------------------------------------------------------------------------------
Institutional Class 51.81% 28.77% 28.72%
--------------------------------------------------------------------------------
Class D % % %
--------------------------------------------------------------------------------
S&P Mid-Cap 400 Index/(1)/ 14.73% 23.05% 23.05%
--------------------------------------------------------------------------------
Lipper Mid-Cap Fund Average/(2)/ 39.38% 23.07% 23.07%
--------------------------------------------------------------------------------
</TABLE>
(1) The S&P Mid-Cap 400 Index is an unmanaged index of middle capitalization
common stocks. It is not possible to invest directly in the index.
(2) The Lipper Mid-Cap Fund Average is a total return performance average of
funds tracked by Lipper Analytical Services, Inc. that invest primarily in
companies with market capitalization of less than $5 billion at the time of
investment. It does not take into account sales charges.
(3) The Fund began operations on 12/28/94. Index comparisons begin on 12/31/94.

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

Shareholder Fees (fees paid directly from your investment) None

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

<TABLE>
<CAPTION>
Distribution Total Annual
Advisory and/or Service Other Fund Operating
Fees (12b-1) Fees(/1/) Expenses(/2/) Expenses
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class D 0.63% 0.25% 0.40% 1.28%
-----------------------------------------------------------------------
</TABLE>
(1) The Fund's administration agreement includes a plan for Class
D shares that has been adopted in conformity with the
requirements set forth in Rule 12b-1 under the Investment
Company Act of 1940. Up to 0.25% per year of the total
Administrative Fee paid under the administration agreement may
be Distribution and/or Service (12b-1) Fees. The Fund will pay
a total of 0.65% per year under the administration agreement
regardless of whether a portion or none of the 0.25% authorized
under the plan is paid under the plan. Please see "Management of
the Funds--Administrative Fees" in the Class D Prospectus for
details. The Fund intends to treat any fees paid under the plan
as "service fees" for purposes of applicable rules of the
National Association of Securities Dealers, Inc. (the "NASD").
To the extent that such fees are deemed not to be "service
fees," Class D shareholders may, depending on the length of time
the shares are held, pay more than the economic equivalent of
the maximum front-end sales charges permitted by relevant rules
of the NASD.
(2) Other Expenses, which is based on estimated amounts for the
Fund's initial Fiscal Year, reflects the portion of the
Administrative Fee paid by the class that is not reflected under
Distribution and/or Service (12b-1) Fees.

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

Year 1 Year 3 Year 5 Year 10
----------------------------------------------------------
Class D $ $ $ $
----------------------------------------------------------

<PAGE>

MANAGEMENT OF THE FUNDS; HOW FUND SHARES ARE PRICED; HOW TO BUY AND SELL SHARES;
FUND DISTRIBUTIONS; and TAX CONSEQUENCES

Disclosure for the MID-CAP EQUITY Fund for the sections listed above is
incorporated by reference from the corresponding sections of the Class D
Prospectus. Except as expressly set forth herein or therein or as the context
otherwise requires, references to a "Fund" or the "Funds" in such Prospectus are
deemed to refer to the PIMCO Mid-Cap Equity Fund.

PIMCO Advisors serves as Investment Adviser and Administrator for the Fund.
Kenneth W. Corba of PIMCO Equity Advisors (which serves as Sub-Adviser to the
Fund) has served as the portfolio manager of the Mid-Cap Equity Fund since July,
1999. Information about PIMCO Advisors, Mr. Corba and PIMCO Equity Advisors is
set forth in the Class D Prospectus under "Management of the Funds." Peter Thoms
of PIMCO Equity Advisors will serve as the co-portfolio manager of the Fund.
Information about Mr. Thoms will be provided in a subsequent post-effective
amendment. The Fund pays monthly advisory fees to PIMCO Advisors at the annual
rate of 0.63% of the average daily net assets of the Fund. The Fund pay PIMCO
Advisors monthly administrative fees at the annual rate of 0.65% of the average
daily net assets attributable in the aggregate to the Fund's Class D shares. As
discussed in the Class D Prospectus under "Management of the Funds--
Administrative Fees" and "Management of the Funds--12b-1 Plan for Class D
Shares," 0.25% of the Administrative Fee rate of 0.65% is payable under the 12b-
1 Plan for Class D shares.

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

SUMMARY OF PRINCIPAL RISKS; CHARACTERISTICS AND RISKS OF SECURITIES AND
INVESTMENT TECHNIQUES

The disclosure for the Fund in this section is incorporated by reference
from the corresponding sections (revised as set forth below) of the Class D
Prospectus. Except as expressly set forth herein or therein or as the context
otherwise requires, references to a "Fund" or the "Funds" in such Prospectus are
deemed to refer to the PIMCO Mid-Cap Equity Fund.

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

"INTEREST RATE RISK

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

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

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

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

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

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

Effective ___________, 2000, the investment objective of the Mid-Cap Equity
Fund described in this Prospectus may be changed by the Board of Trustees
without shareholder approval.

NEW FUND

FINANCIAL HIGHLIGHTS

The Fund did not offer Class D shares during the periods listed in the
section of the Class D Prospectus captioned "Financial Highlights."

<PAGE>

PIMCO FUNDS: MULTI-MANAGER SERIES

SUPPLEMENT DATED , 2000 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 1, 2000
(AS REVISED APRIL 3, 2000)

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

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

The table below sets forth information concerning the persons who owned of
record or beneficially more than 5% of the noted class of shares of the Mid-Cap
Equity Fund on [ ], 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
SHARES SHARES OF CLASS
OWNED OWNED
---------- ---------------

[To be updated in a subsequent post-effective amendment.]

</TABLE>
<PAGE>

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

The table below sets forth the average annual total return of certain
classes of shares of the Mid-Cap Equity Fund for periods ended December 31,
1999. For periods prior to the "Inception Date" of a particular class of the
Fund's shares, total return presentations for the class are based on the
historical performance of Institutional Class shares of the Fund (the oldest
class) adjusted, as necessary, to reflect any current sales charges (including
any contingent deferred sales charges) associated with the newer class and any
different operating expenses associated with the newer class, such as 12b-1
distribution and servicing fees (which are not paid by the Institutional Class)
and administrative fee charges.

AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED DECEMBER 31, 1999*

<TABLE>
<CAPTION>
SINCE
INCEPTION INCEPTION INCEPTION
FUND CLASS** 1 YEAR 5 YEARS OF FUND DATE OF DATE OF
(ANNUALIZED) FUND CLASS
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mid-Cap Equity Institutional 51.81% 28.77% 28.72% 12/28/94 12/28/94
Administrative 51.32% 28.48% 28.48% 5/31/95
----------------------------------------------------------------------------------------
</TABLE>

* Average annual total return presentations for a particular class of shares
assume payment of the current maximum sales charge (if any) applicable to that
class at the time of purchase and assume that the maximum CDSC (if any) for
Class A, Class B and Class C shares (if any) was deducted at the times, in the
amounts, and under the terms discussed in the Class A, B and C Prospectus.

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

-2-
<PAGE>

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

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

-3-
<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

(2) (i) Form of Portfolio Management Agreement, as amended,
with NFJ Investment Group (4)

(ii) Form of Addendum to Portfolio Management Agreement
with NFJ Investment Group to add PIMCO Value 25 Fund
and PIMCO Hard Assets Fund (10)

(iii) Form of Addendum to Portfolio Management Agreement
with NFJ Investment Group to add the NFJ Value and NFJ
Equity Income Funds, to be filed by amendment.

(iv) Form of Portfolio Management Agreement, as amended,
with Cadence Capital Management (4)

(v) Form of Addendum to Portfolio Management Agreement
with Cadence Capital Management to add PIMCO Mega-Cap
Fund (13)

(vi) Form of Addendum to Portfolio Management Agreement
with Cadence Capital Management to add Cadence Capital
Appreciation and Cadence Mid-Cap Growth Funds, to be
filed by amendment.

(vii) Form of Portfolio Management Agreement, as amended,
with Parametric Portfolio Associates (4)

(viii) Form of Addendum to Portfolio Management Agreement
with Parametric Portfolio Associates to add PIMCO Tax-
Efficient Structured Emerging Markets Fund (6)

-2-

<PAGE>

(ix) Form of Addendum to Portfolio Management
Agreement with Parametric Portfolio Associates
to add PIMCO Tax-Efficient Equity Fund (10)

(x) Form of Portfolio Management Agreement with
Blairlogie Capital Management (13)

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

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

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

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

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

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

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

(f) Not Applicable

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

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

-3-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

(i) Opinion and Consent of Counsel (6)

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

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

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

(k) Not Applicable

(l) Initial Capital Agreement (6)

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

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

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

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

-4-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-5-

<PAGE>

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

Not applicable.

Item 25. Indemnification

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

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

Item 27. Business and Other Connections of Investment Advisor and Portfolio
Managers.

Unless otherwise stated, the principal business address of each
organization listed in 800 Newport Center Drive, Newport Beach, CA 92660.

PIMCO Advisors L.P.

Name Position with Advisor Other Affiliations

Walter E. Auch, Sr. Member of Management Board Management Consultant;
Director, Fort Dearborn Fund,
Shearson VIP Fund, Shearson
Advisors Fund, Shearson TRAK
Fund, Banyan Land Trust,
Banyan Land Fund II, Banyan
Mortgage Fund, Allied
Healthcare Products, Inc.,
First Western Inc., DHR Group
and Geotech Industries.

William R. Benz Member of Management Board See Pacific Investment
Management Company.

-6-
<PAGE>

David B. Breed Member of Management Board Director, Managing Director
and Chief Executive Officer,
Cadence Capital Management,
Inc.; Managing Director and
Chief Executive Officer,
Cadence Capital Management.

Kenneth W. Corba Member of Management Board. None.
Managing Director and Chief
Investment Officer of
PIMCO Equity Advisors.

Walter B. Gerken Chairman and Member of Director, Mullin Consulting
Management Board Inc Director, Executive
Services Corps. of Southern
California.

Colin Glinsman Member of Management Managing Director,
Board Oppenheimer Capital.

William H. Gross Operating Board Director and Managing
and Equity Board Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment Management
Company; Senior Vice
President, PIMCO Funds:
Pacific Investment Management
Series, PIMCO Variable
Insurance Trust; Director and
Vice President, StocksPLUS
Management, Inc.; Member of
PIMCO Partners LLC.

Brent R. Harris Member of Management Board Director and Managing
Director, PIMCO Management,
Inc.; Managing Director,
Pacific Investment Management
Company; Director and Vice
President,

-7-
<PAGE>

StocksPLUS Management,
Inc.; Chairman of the
Board and Trustee,
PIMCO Funds: Pacific
Investment Management
Series, PIMCO Variable
Insurance Trust and
PIMCO Commercial
Mortgage Securities
Trust, Inc.; Member of
PIMCO Partners LLC.

Donald R. Kurtz Member of Management Board Donald R. Kurtz Member
of Management Board
Formerly, Vice
President of Internal
Asset Management,
General Motors
Investment Management
Corp.; Director,
Thomson Advisory Group
L.P.

George A. Long Member of Management Board Chairman and Chief
Executive Officer of
Oppenheimer Capital.

James McCaughan Member of Management Board Chief Executive
Officer, Oppenheimer
Capital

James F. McIntosh Member of Management Board Executive Director,
Allen Matkins, Leck,
Gamble & Mallory LLP.
Formerly, Director,
Pacific Investment
Management Company.

Kenneth H. Mortenson Member of Management Board Managing Director of
Oppenheimer Capital.

William F. Podlich, III Member of Management Board Director and Managing
Director, PIMCO
Management, Inc.;
Managing Director,
Pacific Investment
Management Company;
Vice President, PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO
Partners LLC.

William C. Powers Member of Management See Pacific Investment
Board Management Company.

Glenn S. Schafer Member of Management Board President and
Board Director, Pacific
Mutual Holding Company,
Pacific LifeCorp,
Pacific Life Insurance
Company, Pacific
Financial Asset
Management Corp.,
PMRealty Advisors,
Inc.; Director, Pacific
Mutual Distributors,
Inc., Mutual Service
Corporation,
UnitedPlanners' Group,
Inc., Thomson Advisory
Group.

-8-

<PAGE>

Thomas C. Sutton Member of Management Board Chairman, Chief Executive
Officer and Director, Pacific
William S. Thomson, Jr.
Mutual Holding Company,
Pacific LifeCorp, Pacific
Life Insurance Company,
Pacific Financial Asset
Management Corp.; Director,
Pacific Mutual Distributors,
Inc., Mutual Service
Corporation, United Planners'
Group, Inc., PMRealty
Advisors, Inc.

William S. Thompson, Member of Management Board; Director, Managing Director
Jr. Chairman, Executive and Chief Executive Committee
Committee Fitzgerald Officer, PIMCO
Management, Inc.; Chief
Executive Officer and
Managing Director, Pacific
Investment Management
Company; Member, President
and Chief Executive Officer,
PIMCO Partners LLC; Director
and President, StocksPLUS
Management, Inc.; Vice
President, PIMCO Variable
Insurance Trust, PIMCO Funds:
Pacific Investment Management
Series, and PIMCO Commercial
Mortgage Securities Trust,
Inc.; Director, Thomson
Advisory Group, Inc.

Robert M. Fitzgerald Senior Vice President Chief Financial Officer and
and Chief Treasurer, PIMCO Funds
Financial Officer Distributors, LLC, Cadence
Capital Management, Inc., NFJ
Investment Group, NFJ
Management, Inc., Parametric
Portfolio Associates,
Parametric Management, Inc.,
PIMCO Management, Inc.,
Pacific

-9-

<PAGE>

Investment Management
Company, and StocksPLUS
Management, Inc.; Chief
Financial Officer and
Assistant Treasurer, Cadence
Capital Management; Senior
Vice President and Chief
Financial Officer, Value
Advisors LLC; Chief
Financial Officer and
Treasurer, PIMCO Funds
Advertising Agency; Senior
Vice President, Chief
Financial Officer and
Treasurer, Thomson Advisory
Group, Inc.

Benjamin L. Trosky Member of Management Board Managing Director, Pacific
Investment Management
Company; Director and
Managing Director, PIMCO
Management, Inc.; Senior Vice
President, PIMCO Commercial
Mortgage Securities Trust,
Inc.; Member of PIMCO
Partners LLC.

Bradley W. Paulson Vice President Vice President and Secretary,
PIMCO Global Advisors
(Europe) Limited, PIMCO
Global Advisors (Japan)
Limited; Vice President,
Pacific Investment Management
Company.

Kenneth M. Poovey Chief Operating Officer Executive Vice President and
and General Counsel General Counsel, Value
Advisors LLC and Thomson
Advisory Group, Inc. Trustee
of the Trust.

Stephen J. Treadway Executive Vice President Chairman, President, and
Chief Executive Officer,
PIMCO Funds Advertising
Agency, Inc., PIMCO Funds
Distributors LLC, and
Trustee, President and Chief
Executive Officer of the
Trust.

-10-
<PAGE>

Robert S. Venable Vice President None

James G. Ward Senior Vice President, Senior Vice President, Human
Human Resources Resources, Value Advisors
LLC; Senior Vice President,
Thomson Advisory Group, Inc.

Richard M. Weil Senior Vice President - Senior Vice President,
Legal, Secretary Assistant Secretary, PIMCO
Management, Inc.; Secretary,
Cadence Capital Management,
Inc., NFJ Investment Group,
NFJ Management, Inc.,
Parametric Portfolio
Associates, Parametric
Management, Inc., and
StocksPLUS Management, Inc.;
Assistant Secretary, Cadence
Capital Management, PIMCO
Funds Advertising Agency,
Inc. and Pacific Management
Investment Company; and
Senior Vice President, Legal,
Secretary Value Advisors LLC,
Thomson Advisors LLC, Thomson
Advisory Group, Inc.

Frank C. Poli Vice President, Director of Compliance Officer,
Compliance PIMCO Funds Distributors LLC

Vinh T. Nguyen Vice President, Controller Vice President, Controller,
Columbus Circle Investors
Management, Inc., Cadence
Capital Management, Inc., NFJ
Management, Inc., Parametric
Management, Inc., StocksPLUS
Management, Inc., PIMCO Funds
Advertising Agency, Inc.,
PIMCO

-11-

<PAGE>

Funds Distributors LLC,
and Value Advisors LLC;
Controller, Pacific
Investment Management Company
and PIMCO Management, Inc.

Timothy R. Clark Vice President, Mutual Senior Vice President, PIMCO
Funds Division Funds Distributors LLC

Newton B. Schott, Senior Vice President, Director, Executive Vice
Jr. Mutual Funds Division President, Chief
Administrative Officer,
General Counsel and
Secretary, PIMCO Funds
Distributors LLC and PIMCO
Funds Advertising Agency,
Inc.; Vice President and
Secretary, the Trust;
Vice President,
PIMCO Advisors Mutual Fund
Division

Diane P. Dubois Vice President, Finance None.

Ernest L. Schmider Senior Vice President See Pacific Investment
Management Company

Cadence Capital Management
Exchange Place, 53 State Street
Boston, Massachusetts 02109

Name Position with Portfolio Other Affiliations
Manager

William B. Bannick Managing Director and Director and Managing
Executive Vice President Director,
Cadence Capital Management,
Inc.

David B. Breed Managing Director and Member of Management Board,
Chief Executive Officer PIMCO Advisors L.P.;
Director, Managing Director
and Chief Executive Officer,
Cadence Capital Management,
Inc.

-12-
<PAGE>

Katherine A. Burdon Managing Director None.

Mary Ellen Melendez Secretary None.

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

Barbara M. Green Treasurer None.

Richard M. Weil Assistant Secretary See PIMCO Advisors L.P.

NFJ Investment Group
2121 San Jacinto, Suite 1440
Dallas, Texas 75201

Name Position with Portfolio Other Affiliations
Manager

Benno J. Fischer Managing Director Director, Managing
Director, and Co-Chairman,
NFJ Management, Inc.

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

John L. Johnson Managing Director Director, and Co-Chairman
Managing Director, NFJ
Management, Inc.

Jack C. Najork Managing Director Director, Managing
Director, Co-Chairman, NFJ
Management, Inc.

Richard M. Weil Secretary See PIMCO Advisors L.P.

-13-
<PAGE>

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

Name Position with Portfolio Other Affiliations

Manager

William E. Cornelius, Managing Director Director, Managing
Jr. Chief Executive Officer
Parametric Management,
Inc.

David M. Stein Managing Director Director and Managing
Director, Parametric
Management, Inc.

Brian Langstraat Managing Director None.

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

Richard M. Weil Secretary See PIMCO Advisors L.P.

Pacific Investment Management Company ("PIMCO")
840 Newport Center Drive, Suite 300
Newport Beach, California 92660

Name Position with Portfolio Other Affiliations
Manager

George C. Allan Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Tamara J. Arnold Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Michael R. Asay Vice President Vice President, PIMCO
Management, Inc.

Leslie A. Barbi Senior Vice President Senior Vice President,
PIMCO Management, Inc.

William R. Benz, II Managing Director Director and Managing
Director, PIMCO
Management, Inc.; Member
of PIMCO Partners
LLC. Member of Management
Board, PIMCO Advisors L.P.

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<PAGE>

Gregory A. Bishop Vice President None.

Andrew Brick Senior Vice President Senior Vice President,
PIMCO Management, Inc.

John B. Brynjolfsson Vice President Vice President, PIMCO
Management, Inc.

R. Welsley Burns Managing Director Executive Vice President,
PIMCO Management, Inc.;
President, PIMCO Funds:
Pacific Investment
Management Series; President
and Director, PIMCO
Commercial Mortgage
Securities Trust, Inc.;
President and Trustee, PIMCO
Variable Insurance Trust;
Director, PIMCO Global
Advisors (Ireland) Limited
and PIMCO Advisors Funds
plc.

Carl J. Cohen Vice President Vice President, PIMCO
Management, Inc.

Jerry L. Coleman Vice President Vice President, PIMCO
Management, Inc.

Doug Cummings Vice President Vice President, PIMCO
Management, Inc.

Wendy W. Cupps Vice President Vice President, PIMCO
Management, Inc.

Chris Dialynas Director Managing Director, PIMCO
Management, Inc.
David J. Dorff Vice President

Michael Dow Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.

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<PAGE>

Anita Dunn Vice President Vice President, PIMCO
Management, Inc.

A. Benjamin Ehlert Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Robert A. Ettl Senior Vice President and Vice President, PIMCO
Chief Operations Officer Management, Inc.

Anthony L. Faillace Vice President Vice President, PIMCO
Management, Inc.

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

Ursula T. Frisch Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.

William H. Gross Managing Director See PIMCO Advisors L.P.

John L. Hague Managing Director Director, PIMCO Management,
Inc., Member of PIMCO
Partners LLC.

Gordon C. Hally Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Pasi M. Hamalainen Executive Vice President Executive Vice President,
PIMCO Management, Inc.

John P. Hardaway Senior Vice President Vice President, PIMCO
Management, Inc.; Treasurer
of the Trust, PIMCO Funds:
Pacific Investment
Management Series, PIMCO
Commercial Mortgage
Securities Trust, Inc., and
PIMCO Variable Insurance
Trust.

Brent R. Harris Managing Director See PIMCO Advisors L.P.

Joseph Hattesohl Vice President and Manager Vice President, PIMCO
of Fund Taxation Management, Inc.; Assistant
Treasurer, the Trust, PIMCO
Funds: Pacific Investment
Management Series, PIMCO
Variable Insurance Trust,
and PIMCO Commercial
Mortgage Securities Trust,
Inc.

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<PAGE>

Raymond C. Hayes Vice President Vice President, PIMCO Robert
G. Herin Management, Inc.
and PIMCO Funds: Pacific
Investment Management
Series.

Robert G. Herin Vice President Vice President, PIMCO
Management, Inc.

David C. Hinman Vice President Vice President, PIMCO
Management, Inc.

Liza Hocson Vice President Vice President, PIMCO
Management, Inc.

Douglas M. Hodge Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Brent L. Holden Executive Vice President Executive Vice President,
PIMCO Management, Inc.

Dwight F. Holloway, Vice President Vice President, PIMCO
Jr. Management, Inc.

Jane T. Howe Vice President Vice President, PIMCO
Management, Inc.

Mark Hudoff Vice President Vice President, PIMCO
Management, Inc.

Margaret E. Isberg Executive Vice President Executive Vice President,
PIMCO Management, Inc.;
Senior Vice President, PIMCO
Funds: Pacific Investment
Management Series.

James M. Keller Vice President Vice President, PIMCO
Management, Inc.

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<PAGE>

Sharon K. Kilmer Executive Vice President None.

Thomas J. Kelleher Vice President Vice President, PIMCO
Management, Inc.

Raymond G. Kennedy Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Mark R. Kiesel Vice President Vice President, PIMCO
Management, Inc.

Steven P. Kirkbaumer Vice President None.

John S. Loftus Executive Vice President Executive Vice President,
PIMCO Management, Inc.; Vice
President and Assistant
Secretary, StocksPLUS
Management, Inc.

David Lown Vice President Vice President, PIMCO
Management, Inc.

Andre J. Mallegol Vice President Vice President, PIMCO
Management, Inc.

Michael E. Martini Vice President Vice President, PIMCO
Management, Inc.

Dean S. Meiling Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Vice President, PIMCO
Funds: Pacific Investment
Management Series and PIMCO
Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners
LLC.

Joseph V. McDevitt Executive Vice President Vice President, PIMCO
Management, Inc.

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<PAGE>

James F. Muzzy Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Vice President, PIMCO
Funds: Pacific Investment
Management Series; Director
and Vice President,
StocksPLUS Management, Inc.;
Member of PIMCO Partners
LLC.

Doris S. Nakamura Vice President

Vinh T. Nguyen Controller See PIMCO Advisors L.P.

Douglas J. Ongaro Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.

Thomas J. Otterbein Vice President Vice President, PIMCO
Management, Inc.

Victoria M. Paradis Vice President Vice President, PIMCO
Management, Inc.

Bradley W. Paulson Vice President Vice President and
Secretary, Vice President
PIMCO Global Advisors
(Europe) Limited, PIMCO
Global Advisors (Japan)
Limited.

Elizabeth M. Philipp Vice President Vice President, PIMCO
Management, Inc.

David J. Pittman Vice President None.

William F. Podlich,
III Managing Director See PIMCO Advisors L.P.

William C. Powers Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Senior Vice President
PIMCO Commercial Mortgage
Securities Trust, Inc.;
Member of PIMCO Partners
LLC. Member of Management
Board, PIMCO Advisors L.P.

Edward P. Rennie Senior Vice President Senior Vice President, PIMCO
Management, Inc.

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<PAGE>

Terry A. Randall Vice President

Scott L. Roney Vice President Vice President, PIMCO
Management, Inc.

Michael J. Rosborough Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Seth R. Ruthen Vice President Vice President, PIMCO
Management, Inc.

Jeffrey M. Sargent Vice President and Manager Vice President of the Trust,
Shareholder Services and PIMCO Management, Inc.;
Senior Vice President,
Fund Administration PIMCO Funds: Pacific
Investment Management
Series, PIMCO Variable
Insurance Trust, and
PIMCO Commercial Mortgage
Securities Trust, Inc.

Ernest L. Schmider Executive Vice President, Executive Vice President,
Secretary, Chief Secretary, Chief
Administrative and Legal Administrative
Officer and Legal Officer, PIMCO
Management, Inc.; Director,
Assistant Secretary,
Assistant Treasurer,
StocksPLUS
Management, Inc.;
Secretary, PIMCO
Partners LLC.

Leland T. Scholey Senior Vice President Senior Vice President, PIMCO
Management, Inc., and PIMCO
Funds: Pacific Investment
Management Series.

Richard W. Selby Senior Vice President None.
and Chief Technology
Officer

Denise C. Seliga Vice President Vice President, PIMCO
Management, Inc.

Rita J. Seymour Vice President Vice President, PIMCO
Management, Inc.

Christopher Sullivan Vice President Vice President, PIMCO
Management, Inc.

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<PAGE>

Cheryl L. Sylwester Vice President Vice President, PIMCO
Management, Inc.

Lee R. Thomas, III Managing Director Director and Managing
Director, PIMCO Management,
Inc.; Member of PIMCO
Partners LLC.

William S. Thompson, Director, Managing See PIMCO Advisors L.P.
Jr. Director, Chief
Executive Officer

Benjamin L. Trosky Managing Director See PIMCO Advisors L.P.

Richard E. Tyson Vice President Vice President, PIMCO
Management, Inc.

Peter A. Van de Zilver Vice President Vice President, PIMCO
Management, Inc.

Marilyn Wegener Vice President Vice President, PIMCO
Management, Inc.

Richard M. Weil Assistant Secretary See PIMCO Advisors L.P.

Paul C. Westhead Vice President Vice President, PIMCO
Management, Inc.

Kristen M. Wilsey Vice President Vice President, PIMCO
Management, Inc. and PIMCO
Funds: Pacific Investment
Management Series.

George H. Wood Senior Vice President Senior Vice President,
PIMCO Management, Inc.

Michael A. Yetter Vice President Vice President, PIMCO
Management, Inc.

David Young Vice President Vice President, PIMCO
Management, Inc.

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<PAGE>

Blairlogie Capital Management, Limited
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland

Name Position with Portfolio Other Affiliations
Manager

Gavin R. Dobson Chief Executive Officer Director and Chief Executive
and Managing Director Officer, Blairlogie Holdings
Limited (U.K.).

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

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Item 27. Principal Underwriters.

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

(b)

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

Jeffrey L. Booth Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.

James D. Bosch Regional Vice President None

Deborah P. Brennan Vice President None

Timothy R. Clark Senior Vice President None

Jonathan P. Fessel Vice President None

Robert M. Fitzgerald Chief Financial Officer None
and Treasurer

Michael J. Gallagher Vice President None

David S. Goldsmith Vice President None

Ronald H. Gray Vice President None

John B. Hussey Vice President None

Stephen R. Jobe Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.

Jonathan C. Jones Vice President None

Raymond Lazcano Vice President None

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<PAGE>

William E. Lynch Senior Vice President None

Kevin D. Maloney Compliance Officer None

Jacqueline A. McCarthy Vice President None

Andrew J. Meyers Executive Vice President Executive Vice
President,
PIMCO Funds
Advertising Agency, Inc.

Fiora N. Moyer Regional Vice President None

Philip J. Neugebauer Vice President Vice President, PIMCO
Funds Advertising Agency

Vinh T. Nguyen Vice President, Controller None

Joffrey H. Pearlman Regional Vice President None

Glynne P. Pisapia Regional Vice President None

Francis C. Poli Compliance Officer Vice President, Director
of Compliance, PIMCO
Advisors L.P.

Mark J. Porterfield Vice President, Vice President,
Compliance Officer Compliance Officer,
PIMCO Advisors L.P.

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

Robert M. Smith Vice President None

Ellen Z. Spear Vice President Vice President, PIMCO
Funds Advertising
Agency, Inc.

Daniel W. Sullivan Vice President None

William H. Thomas, Jr. Regional Vice President None

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<PAGE>

Stephen J. Treadway Chairman, President and Executive Vice
Chief Executive Officer President,
PIMCO Advisors L.P.
and Trustee

Paul H. Troyer Senior Vice President None

Brian F. Trumbore Executive Vice President None

Richard M. Weil Assistant Secretary None

Glen A. Zimmerman Vice President None

-----------------------
Principal business address for all individuals listed is 2187 Atlantic
Street, Stamford, CT 06902, except for Messrs. Fitzgerald, Maloney, Nguyen, Poli
and Weil, for whom the address is 800 Newport Center Drive, Newport Beach, CA
92660.

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

Item 28. Location of Accounts and Records.

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

Item 29. Management Services.

Not Applicable.

Item 30. Undertakings.

Not Applicable.

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NOTICE
------

A copy of the Agreement and Declaration of Trust of PIMCO Funds: Multi-
Manager Series (the "Trust"), together with all amendments thereto, is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees of
the Trust or shareholders of any series of the Trust individually but are
binding only upon the assets and property of the Trust or the respective series.

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Post-Effective Amendment No. 48 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 6th day of June, 2000.

PIMCO FUNDS: MULTI-MANAGER SERIES

By: /s/ Stephen J. Treadway
______________________________
Stephen J. Treadway,
President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 48 has been signed below by the following persons in the
capacities and on the dates indicated.

Name Capacity Date
----- -------- ----

/s/ Stephen J. Treadway Trustee and President June 6, 2000
----------------------------
Stephen J. Treadway

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

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

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

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

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

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

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

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

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

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

Date: June 6, 2000