As filed with the Securities and Exchange Commission on November 15, 2012

File Nos. 033-12113

811-05028

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Post-Effective Amendment No. 242	x
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 317	x

PIMCO Funds

(Exact name of Registrant as Specified in Charter)

840 Newport Center Drive

Newport Beach, California 92660

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code:

(866) 746-2606

Robert W. Helm, Esq. Brendan C. Fox, Esq. Dechert LLP 1775 I Street, N.W. Washington, D.C. 20006	Brent R. Harris Pacific Investment Management Company LLC 840 Newport Center Drive Newport Beach, California 92660
(Name and Address of Agent for Service)

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

¨      immediately upon filing pursuant to paragraph (b)	¨      on (date) pursuant to paragraph (b)
¨      60 days after filing pursuant to paragraph (a)(1)	¨      on (date) pursuant to paragraph (a)(1)
x      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.

EXPLANATORY NOTE

This Post-Effective Amendment No. 242 to the Registration Statement of PIMCO Funds (the “Trust” or the “Registrant”) on Form N-1A (File No. 33-12113) (the “Amendment”) is being filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended, to register Institutional Class, Class P, Administrative Class, Class D, Class A, Class C and Class R shares of the PIMCO Emerging Markets Full Spectrum Bond Fund, a new series of the Registrant. This Amendment does not affect the currently effective prospectuses and statement of additional information for other series and classes of the Trust’s shares not included herein.

Preliminary Prospectus

PIMCO Funds

The information in this prospectus is not complete and may be changed. Shares of the Fund may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

As with other mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense

Share Class:
Inst, P, Admin, D [__] Subject to Completion

Bond Fund	Inst	P	Admin	D
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]	[__]	[__]	[__]

Table of Contents

PIMCO Emerging Markets Full Spectrum Bond Fund

Investment Objective

The Fund seeks maximum total return, consistent with prudent investment management.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund:

Shareholder Fees (fees paid directly from your investment): None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

	Inst Class	Class P	Admin Class	Class D
Management Fees	[__]	[__]	[__]	[__]
Distribution and/or Service (12b-1) Fees	[__]	[__]	[__]	[__]
Other Expenses1	[__]	[__]	[__]	[__]
Acquired Fund Fees and Expenses2	[__]	[__]	[__]	[__]
Total Annual Fund Operating Expenses	[__]	[__]	[__]	[__]
Fee Waiver and/or Expense Reimbursement3,4	([__])	([__])	([__])	([__])
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	[__]	[__]	[__]	[__]

¹ "Other Expenses" reflect estimated organizational expenses for the Fund's first fiscal year.

² Acquired Fund Fees and Expenses are based on the estimated amounts for the Fund's first fiscal year.

³ PIMCO has contractually agreed, through [July 31, 2014], to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Institutional Class, Class P, Administrative Class and Class D shares, respectively (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees, plus such recoupment, do not exceed the Expense Limit.

⁴ PIMCO has contractually agreed, through [July 31, 2014], to waive, first, the advisory fee and, second, the supervisory and administrative fee it receives from the Fund in an amount equal to the expenses attributable to the Management Fees of Underlying PIMCO Funds indirectly incurred by the Fund in connection with its investments in Underlying PIMCO Funds, to the extent the Fund's Management Fees are greater than or equal to the Management Fees of the Underlying PIMCO Funds. This waiver renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term.

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

	1 Year	3 Years
Institutional Class	$[__]	$[__]
Class P	$[__]	$[__]
Administrative Class	$[__]	$[__]
Class D	$[__]	$[__]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example tables, affect the Fund's performance. The Fund has not yet commenced operations as of the most recent fiscal year end. Thus, no portfolio turnover rate is provided for the Fund.

Principal Investment Strategies

The Fund is designed to provide dynamic exposure to a broad range of emerging market fixed income asset classes, such as external debt obligations of sovereign, quasi-sovereign, and corporate entities; currencies, and local currency-denominated obligations of sovereigns, quasi-sovereigns, and corporate issuers. PIMCO uses a three-step active management approach in seeking to achieve the Fund's investment objective: 1) develop a target asset allocation to implement across the eligible investments; 2) identify additional opportunities for country and security selection designed to add value beyond the target asset allocation within each of the eligible investments; and 3) employ additional investment strategies designed to either mitigate or emphasize risks resulting from the implementation of the target asset allocation. This active management approach is driven by PIMCO's global macroeconomic views, emerging markets expertise and experience across a wide range of investment instruments. The Fund's assets are allocated in a manner that reflects PIMCO's views regarding the attractiveness of key investment risk factors, considering both return potential and volatility, and includes an assessment of aggregate country, issuer and currency exposures.

PIMCO evaluates these three steps daily and uses varying combinations of Acquired Funds (defined below) and/or direct investments in efforts to achieve the most efficient execution of PIMCO's investment views. Specifically, "Acquired Funds" refers to the following: funds of the Trust and funds of PIMCO Equity Series and PIMCO ETF Trust, affiliated open-end investment companies, except funds of funds ("Underlying PIMCO Funds") and other affiliated and unaffiliated funds in which the Fund may invest. Acquired Funds may or may not be registered under the Investment Company Act of 1940 (the "1940 Act"). To the extent Underlying PIMCO Funds of the Trust or PIMCO Equity Series are held, Institutional Class or Class M shares will be held. The Fund's investments may also include Fixed Income Instruments of varying maturities, forwards or derivatives, such as options, futures contracts or swap agreements. "Fixed Income Instruments" include bonds, debt securities and other similar instruments issued by various U.S. and non-U.S. public or private-sector entities. The Fund will invest in such funds, securities, instruments and other investments to the extent permitted under the 1940 Act, or any exemptive relief therefrom. The Fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.

The Fund invests under normal circumstances at least 80% of its assets in investments economically tied to emerging market countries and 80% of its assets in Fixed Income Instruments, which may be represented by direct or indirect (through an Acquired Fund) investments. The Fund may invest, without limitation, in securities denominated in foreign currencies and in U.S. dollar-denominated securities of foreign issuers. In addition, the Fund may invest in both investment-grade securities and high yield securities ("junk bonds") rated at least Caa by Moody's Investors Service, Inc. ("Moody's"), or equivalently rated by Standard & Poor's Rating Services ("S&P") or Fitch, Inc. ("Fitch"), or, if unrated, determined by PIMCO to be of comparable quality. The Fund's benchmark index is a blend of 50% JPMorgan Global Bond Index Emerging Markets- Global Diversified, 25% JPMorgan Emerging Markets Bond Index Global and 25% JPMorgan Corporate Emerging Market Bond Index Diversified (the "Benchmark"). The Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to between 20% and 80% of its assets. The average portfolio duration of this Fund normally varies within two years (plus or minus) of the portfolio duration of the securities comprising the Benchmark, as calculated by PIMCO, which as of [ ] was [ ] years. The Fund may purchase and sell securities on a when-issued, delayed delivery or forward commitment basis and may engage in short sales.

The Fund's assets are not allocated according to a predetermined blend of investment exposures or mix of instruments. PIMCO has the flexibility to reallocate the Fund's assets among any or all of the investment exposures represented by affiliated or unaffiliated funds, or invest directly in securities, instruments and other investments, based on its ongoing analyses of the global economy and financial markets. While these analyses are performed daily, material shifts in investment exposures typically take place over longer periods of time, unless in response to a perceived short-term opportunity or market dislocation. The "total return" sought by the Fund consists of income earned on the Fund's investments, plus capital appreciation, if any, which generally arises from decreases in interest rates, foreign currency appreciation, or improving credit fundamentals for a particular sector or security.

Additional information for the Underlying PIMCO Funds can be found in the Statement of Additional Information and/ or the Underlying PIMCO Funds' prospectuses and financial reports. Additional Underlying PIMCO Funds may be added or deleted in the future without shareholder notification.

Principal Risks

It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund include risks from direct investments and/or indirect exposure through investment in Acquired Funds. The principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return are:

Allocation Risk: the risk that a Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or reallocated

Acquired Fund Risk: the risk that a Fund's performance is closely related to the risks associated with the securities and other investments held by the Acquired Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Acquired Funds to achieve their investment objectives

Interest Rate Risk: the risk that fixed income securities will decline in value because of an increase 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

Credit Risk: the risk that the Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivative contract, is unable or unwilling to meet its financial obligations

High Yield Risk: the risk that high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer's continuing ability to make principal and interest payments

Distressed Company Risk: the risk that securities of distressed companies may be subject to greater levels of credit, issuer and liquidity risk than a portfolio that does not invest in such securities. Securities of distressed companies include both debt and equity securities. Debt securities of distressed companies are considered predominantly speculative with respect to the issuers' continuing ability to make principal and interest payments

Market Risk: the risk that the value of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries

Issuer Risk: the risk that the value of a security may decline for a reason directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services

Liquidity Risk: the risk that a particular investment may be difficult to purchase or sell and that the Fund may be unable to sell illiquid securities at an advantageous time or price or achieve its desired level of exposure to a certain sector

Derivatives Risk: the risk of investing in derivative instruments, including liquidity, interest rate, market, credit and management risks, mispricing or improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested

Commodity Risk: the risk that investing in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments

Equity Risk: the risk that the value of equity securities, such as common stocks and preferred stocks, may decline due to general market conditions which are not specifically related to a particular company or to factors affecting a particular industry or industries. Equity securities generally have greater price volatility than fixed income securities

Mortgage-Related and Other Asset-Backed Risk: the risk of investing in mortgage-related and other asset-backed securities, including interest rate risk, extension risk and prepayment risk

Foreign (Non-U.S.) Investment Risk: the risk that investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies, due to smaller markets, differing reporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage, or political changes or diplomatic developments. Foreign securities may also be less liquid and more difficult to value than securities of U.S. issuers

Real Estate Risk: the risk that a Fund's investments in Real Estate Investment Trusts ("REITs") or real estate-linked derivative instruments will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. A Fund's investments in REITs or real estate-linked derivative instruments subject it to management and tax risks

Emerging Markets Risk: the risk of investing in emerging market securities, primarily increased foreign (non-U.S.) investment risk

Currency Risk: the risk that foreign currencies will decline in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies

Smaller Company Risk: the risk that the value of securities issued by a smaller company may go up or down, sometimes rapidly and unpredictably as compared to more widely held securities, due to narrow markets and limited resources of smaller companies. A Fund's investments in smaller companies subject it to greater levels of credit, market and issuer risk

Leveraging Risk: the risk that certain transactions of the Fund, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, or derivative instruments, may give rise to leverage, causing the Fund to be more volatile than if it had not been leveraged

Management Risk: the risk that the investment techniques and risk analyses applied by PIMCO will not produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to PIMCO and the individual portfolio manager in connection with managing the Fund. There is no guarantee that the investment objective of the Fund will be achieved

Issuer Non-Diversification Risk: the risk of focusing investments in a small number of issuers, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Funds that are "non-diversified" may invest a greater percentage of their assets in the securities of a single issuer (such as bonds issued by a particular foreign government) than funds that are "diversified"

Short Sale Risk: the risk of entering into short sales, including the potential loss of more money than the actual cost of the investment, and the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund

Tax Risk: the risk that the tax treatment of swap agreements and other derivative instruments, such as commodity-linked derivative instruments, including commodity index-linked notes, swap agreements, commodity options, futures, and options on futures, may be affected by future regulatory or legislative changes that could affect whether income from such investments is "qualifying income" under Subchapter M of the Internal Revenue Code, or otherwise affect the character, timing and/or amount of the Fund's taxable income or gains and distributions

Subsidiary Risk: the risk that, by investing in certain Underlying PIMCO Funds that invest in a subsidiary (each a "Subsidiary"), the Fund is indirectly exposed to the risks associated with a Subsidiary's investments. The Subsidiaries are not registered under the 1940 Act and may not be subject to all the investor protections of the 1940 Act. There is no guarantee that the investment objective of a Subsidiary will be achieved

Value Investing Risk: a value stock may decrease in price or may not increase in price as anticipated by PIMCO if it continues to be undervalued by the market or the factors that the portfolio manager believes will cause the stock price to increase do not occur

Arbitrage Risk: the risk that securities purchased pursuant to an arbitrage strategy intended to take advantage of a perceived relationship between the value of two securities may not perform as expected

Convertible Securities Risk: as convertible securities share both fixed income and equity characteristics, they are subject to risks to which fixed income and equity investments are subject. These risks include equity risk, interest rate risk and credit risk

Please see "Description of Principal Risks" in the Fund's prospectus for a more detailed description of the risks of investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The Fund does not have a full calendar year of performance. Thus, no bar chart or Average Annual Total Returns table is included for the Fund. Performance for the Fund is updated daily and quarterly and may be obtained as follows: daily updates on the net asset value and performance page at http://investments.pimco.com/DailyPerformance and quarterly updates at http://investments.pimco.com/QuarterlyPerformance.

Investment Adviser/Portfolio Manager

PIMCO serves as the investment adviser for the Fund. The Fund's portfolio is managed by [    ].

Purchase and Sale of Fund Shares

Institutional Class, Class P or Administrative Class shares: The minimum initial investment for Institutional Class, Class P or Administrative Class shares of the Fund is $1 million, except that the minimum initial investment may be modified for certain financial firms that submit orders on behalf of their customers.

Class D shares: The minimum initial investment for Class D shares of the Fund is $1,000, except that the minimum initial investment may be modified for certain financial firms that submit orders on behalf of their customers. The minimum subsequent investment for Class D shares is $50.

You may sell (redeem) all or part of your Fund shares on any business day (normally any day when the New York Stock Exchange is open). Depending on the elections made on the Account Application Form, you may sell by:

■

Sending a written request by mail to:
PIMCO Funds c/o BFDS Midwest
330 W. 9th Street, Kansas City, MO 64105 

■

Calling us at 888.87.PIMCO and a Shareholder Services associate will assist you 

■

Sending a fax to our Shareholder Services department at 1.816.421.2861 

■

Sending an email to pimcoteam@bfdsmidwest.com

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Firms

If you purchase shares of a Fund through a broker-dealer or other financial firm (such as a bank), the Fund and/or its related companies (including PIMCO) may pay the financial firm for the sale of those shares of the Fund and/or related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial firm and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial firm's Web site for more information.

Description of Principal Risks

The value of your investment in the Fund changes with the values of the Fund's investments. Many factors can affect those values. The factors that are most likely to have a material effect on the Fund's portfolio as a whole are called "principal risks." The principal risks of the Fund are identified in the Fund Summary. The principal risks are described in this section. The Fund may be subject to additional risks other than those identified and described below because the types of investments made by the Fund can change over time. Securities and investment techniques mentioned in this summary that appear in bold type are described in greater detail under "Characteristics and Risks of Securities and Investment Techniques." That section and "Investment Objectives and Policies" in the Statement of Additional Information also include more information about the Fund, its investments and the related risks. There is no guarantee that the Fund will be able to achieve its investment objective. It is possible to lose money by investing in the Fund.

As the Fund may invest in shares of Acquired Funds including the Underlying PIMCO Funds, the risks of investing in the Fund may be closely related to the risks associated with the Acquired Funds, including Underlying PIMCO Funds, and their investments. However, as the Fund may also invest their assets directly in stocks or bonds of other issuers and in other instruments, such as forwards, options, futures contracts or swap agreements, the Funds may be directly exposed to certain risks described below. As such, unless stated otherwise, any reference in this section only to "Funds" includes the Fund, Acquired Funds and the Underlying PIMCO Funds.

Allocation Risk

The Fund's investment performance depends upon how their assets are allocated and reallocated according to the Fund's asset allocation targets and ranges. A principal risk of investing in the Fund is that PIMCO will make less than optimal or poor asset allocation decisions. The asset allocation sub-adviser or PIMCO, as applicable, attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that such allocation techniques will produce the desired results. It is possible that the asset allocation sub-adviser or PIMCO, as applicable, will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions.

Acquired Fund Risk

Because the Fund may invest its assets in Acquired Funds, the risks associated with investing in the Fund may be closely related to the risks associated with the securities and other investments held by the Acquired Funds. The ability of the Fund to achieve its respective investment objectives may depend upon the ability of the Acquired Funds to achieve their respective investment objectives. There can be no assurance that the investment objective of any Acquired Fund will be achieved.

The Fund's net asset values will fluctuate in response to changes in the net asset values of the Acquired Funds in which it invests. The extent to which the investment performance and risks associated with the Fund correlates to those of a particular Acquired Fund will depend upon the extent to which the Fund's assets are allocated from time to time for investment in the Acquired Fund, which will vary.

Interest Rate Risk

Interest rate risk is the risk that fixed income securities and other instruments in the Fund's portfolio will decline in value because of an increase in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. The values of equity and other non-fixed income securities may also decline due to fluctuations in interest rates. Inflation-indexed bonds, including Treasury Inflation-Protected Securities ("TIPS"), decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other fixed income securities with similar durations.

Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate securities may decrease in value if interest rates increase. Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the net asset value of the Fund's shares.

Credit Risk

The Fund could lose money if the issuer or guarantor of a fixed income security (including a security purchased with securities lending collateral), or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling, or is perceived (whether by market participants, rating agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. The downgrade of the credit of a security held by the Fund may decrease its value. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. Municipal Bonds are subject to the risk that litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on an issuer's ability to make payments of principal and/or interest.

High Yield Risk

A Fund that invests in high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") may be subject to greater levels of credit and liquidity risk than a fund that does not invest in such securities. These securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund's ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment. Because of the risks involved in investing in high yield securities, an investment in a Fund that invests in such securities should be considered speculative.

Distressed Company Risk

An Underlying PIMCO Fund that invests in securities of distressed companies may be subject to greater levels of credit, issuer and liquidity risk than a portfolio that does not invest in such securities. Securities of distressed companies include both debt and equity securities. Debt securities of distressed companies are considered predominantly speculative with respect to the issuers' continuing ability to make principal and interest payments. Issuers of distressed company securities may also be involved in restructurings or bankruptcy proceedings that may not be successful. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying PIMCO Fund's ability to sell these securities (liquidity risk). If the issuer of a debt security is in default with respect to interest or principal payments, the Underlying PIMCO Fund may lose its entire investment.

Market Risk

The market price of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Equity securities generally have greater price volatility than fixed income securities.

Issuer Risk

The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Liquidity Risk

Liquidity risk exists when particular investments are difficult to purchase or sell. Illiquid securities are securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. The Fund's investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, the Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector. To the extent that the Fund's principal investment strategies involve derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk.

Derivatives Risk

Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Fund may use are referenced under "Characteristics and Risks of Securities and Investment Techniques—Derivatives" in this prospectus and described in more detail under "Investment Objectives and Policies" in the Statement of Additional Information. The Fund typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The Fund may also use derivatives for leverage, in which case their use would involve leveraging risk. The Fund's use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. If the Fund invests in a derivative instrument, it could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Commodity Risk

The Fund's investments in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, may each concentrate its assets in a particular sector of the commodities market (such as oil, metal or agricultural products). As a result, certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, and, to the extent the Fund invests in certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, the Fund, may be more susceptible to risks associated with those sectors.

Equity Risk

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Equity securities also include, among other things, preferred stocks, convertible stocks and warrants. The values of equity securities, such as common stocks and preferred stocks, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities.

Mortgage-Related and Other Asset-Backed Risk

Mortgage-related and other asset-backed securities often involve risks that are different from or more acute than risks associated with other types of debt instruments. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of the Fund because the Fund may have to reinvest that money at the lower prevailing interest rates. The Fund's investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

Foreign (Non-U.S.) Investment Risk

A Fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a Fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign (non-U.S.) securities are usually not subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect a Fund's investments in a foreign country. In the event of nationalization, expropriation or other confiscation, a Fund could lose its entire investment in foreign (non-U.S.) securities. Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear to be unrelated. To the extent that a Fund invests a significant portion of its assets in a specific geographic region, the Fund will generally have more exposure to regional economic risks associated with foreign investments. Foreign securities may also be less liquid and more difficult to value than securities of U.S. issuers.

Real Estate Risk

A Fund that invests in real estate-linked derivative instruments is subject to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in a real estate-linked derivative instrument that is linked to the value of a real estate investment trust ("REIT") is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986 as amended (the "Code"). In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming.

Emerging Markets Risk

Foreign (non-U.S.) investment risk may be particularly high to the extent a Fund invests in emerging market securities. Emerging market securities may present market, credit, currency, liquidity, legal, political and other risks different from, and potentially greater than, the risks of investing in securities and instruments economically tied to developed foreign countries. To the extent a Fund invests in emerging market securities that are economically tied to a particular region, country or group of countries, the Fund may be more sensitive to adverse political or social events affecting that region, country or group of countries. Economic, business, political, or social instability may affect emerging market securities differently. Accordingly, a Fund that invests in a wide range of emerging market securities (e.g., different regions or countries, asset classes, issuers, sectors or credit qualities) may perform differently in response to such instability than a Fund investing in a more limited range of emerging market securities. For example, a Fund that focuses its investments in multiple asset classes of emerging market securities may have a limited ability to mitigate losses in an environment that is adverse to emerging market securities in general. Emerging market securities may also be more volatile, less liquid and more difficult to value than securities economically tied to developed foreign countries. The systems and procedures for trading and settlement of securities in emerging markets are less developed and less transparent and transactions may take longer to settle. A Fund may not know the identity of trading counterparties, which may increase the possibility of the Fund not receiving payment or delivery of securities in a transaction.

Currency Risk

If the Fund invests directly in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, or in derivatives that provide exposure to foreign (non-U.S.) currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.

Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund's investments in foreign currency-denominated securities may reduce the returns of the Fund.

Currency risk may be particularly high to the extent that the Fund invests in foreign (non-U.S.) currencies or engages in foreign currency transactions that are economically tied to emerging market countries. These currency transactions may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign (non-U.S.) currencies or engaging in foreign currency transactions that are economically tied to developed foreign countries.

Smaller Company Risk

The general risks associated with fixed income securities and equity securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volumes than more widely held securities and their values may fluctuate more sharply than other securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.

Leveraging Risk

Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. The use of derivatives may also create leveraging risk. To mitigate leveraging risk, PIMCO will segregate or "earmark" liquid assets or otherwise cover the transactions that may give rise to such risk. The Fund also may be exposed to leveraging risk by borrowing money for investment purposes. Leveraging may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet segregation requirements when it may not be advantageous to do so. Leveraging, including borrowing, may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leveraging tends to exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities (or the value of the Underlying PIMCO Funds). Certain types of leveraging transactions, such as short sales that are not "against the box," could theoretically be subject to unlimited losses in cases where the Fund, for any reason, is unable to close out the transaction. In addition, to the extent the Fund borrows money, interest costs on such borrowings may not be recovered by any appreciation of the securities purchased with the borrowed amounts and could exceed the Fund's investment returns, resulting in greater losses.

Management Risk

The Fund is subject to management risk because it is an actively managed investment portfolio. PIMCO and the portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Additionally, legislative, regulatory, or tax restrictions, policies or developments may affect the investment techniques available to PIMCO and the portfolio manager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment objectives. Because the PIMCO Fundamental IndexPLUS^® TR Fund and PIMCO Fundamental Advantage Total Return Strategy Fund, which are Underlying PIMCO Funds, invest in derivatives that are linked to Enhanced RAFI^® 1000, the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to Enhanced RAFI^® Emerging Markets Fundamental Index, the PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to the Enhanced RAFI^® Small Company Fundamental Index, and the PIMCO International Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to the Enhanced RAFI^® Developed ex-U.S. Fundamental Index, they will be subject to the risks associated with the management of Enhanced RAFI^® 1000, Enhanced RAFI^® Emerging Markets Fundamental Index, Enhanced RAFI^® Small Company Fundamental Index and Enhanced RAFI^® Developed ex-U.S. Fundamental Index, respectively, by the sub-adviser to such Underlying PIMCO Funds.

Issuer Non-Diversification Risk

Focusing investments in a small number of issuers increases risk. Funds that are "non-diversified" may invest a greater percentage of their assets in the securities of a single issuer (such as bonds issued by a particular foreign government) than funds that are "diversified." Funds that invest in a relatively small number of issuers are more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Some of those issuers also may present substantial credit or other risks.

Short Sale Risk

The Fund's short sales, if any, are subject to special risks. A short sale involves the sale by the Fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. The Fund may also enter into a short position through a forward commitment or a short derivative position through a futures contract or swap agreement. If the price of the security or derivative has increased during this time, then the Fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund.

Tax Risk

The PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds, gain exposure to the commodities markets through investments in commodity-linked derivative instruments, including commodity index-linked notes, swap agreements, commodity options, futures, and options on futures. Each of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund may also gain exposure indirectly to commodity markets by investing in its respective Subsidiary, which invests primarily in commodity linked derivative instruments backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. In order for the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund to qualify as a regulated investment company under Subchapter M of the Code, each Underlying PIMCO Fund must derive at least 90 percent of its gross income each taxable year from certain qualifying sources of income.

As more fully described below under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds", the Internal Revenue Service (the "IRS") issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. However, the IRS has issued private letter rulings in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. In addition, the IRS has also issued private letter rulings in which the IRS specifically concluded that income derived from an investment in a subsidiary will also constitute qualifying income. Based on the reasoning in such rulings, the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund will seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and through investments in their respective Subsidiaries. The IRS has currently suspended the issuance of private letter rulings relating to the tax treatment of income and gains generated by investments in commodity-linked notes and income generated by investments in a subsidiary.

If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes or from investments in a Subsidiary does not constitute qualifying income, certain Underlying PIMCO Funds, including the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommoditiesPLUS^® Short Strategy Fund, might be adversely affected and would be required to reduce their exposure to such investments which might result in difficulty in implementing their investment strategies and increased costs and taxes. The use of commodity index-linked notes and investments in a Subsidiary involve specific risks. See "Characteristics and Risks of Securities and Investment Techniques- Derivatives-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds" below for further information regarding commodity index-linked notes, including the risks associated with these instruments. In addition, see "Characteristics and Risks of Securities and Investment Techniques-Investments in Wholly-Owned Subsidiary" below for further information regarding the Subsidiaries, including the risks associated with investing in the Subsidiaries.

Subsidiary Risk

By investing in each of their respective Subsidiaries, each of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds, is indirectly exposed to the risks associated with the respective Subsidiary's investments. The derivatives and other investments held by the Subsidiaries are generally similar to those that are permitted to be held by the Underlying PIMCO Funds and are subject to the same risks that apply to similar investments if held directly by the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund or PIMCO CommoditiesPLUS^® Strategy Fund. These risks are described elsewhere in this prospectus. There can be no assurance that the investment objective of the Subsidiaries will be achieved.

The Subsidiaries are not registered under the 1940 Act, and, unless otherwise noted in this prospectus, are not subject to all the investor protections of the 1940 Act. In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund and/or the Subsidiaries to operate as described in this prospectus and Statement of Additional Information and could adversely affect the PIMCO CommodityRealReturn Strategy Fund^® and PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditesPLUS^® and, to the extent the Fund invests in the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund or PIMCO CommoditiesPLUS^® Strategy Fund, the Fund.

Value Investing Risk

Value investing attempts to identify companies that a portfolio manager believes to be undervalued. Value stocks typically have prices that are low relative to factors such as the company's earnings, cash flow or dividends. A value stock may decrease in price or may not increase in price as anticipated by PIMCO if it continues to be undervalued by the market or the factors that the portfolio manager believes will cause the stock price to increase do not occur. A value investing style may perform better or worse than equity portfolios that focus on growth stocks or that have a broader investment style.

Arbitrage Risk

An Underlying PIMCO Fund that invests in securities purchased pursuant to an arbitrage strategy in order to take advantage of a perceived relationship between the value of two securities presents certain risks. Securities purchased or sold short pursuant to an arbitrage strategy may not perform as intended, which may result in a loss to the Underlying PIMCO Fund. Additionally, issuers of a security purchased pursuant to an arbitrage strategy are often engaged in significant corporate events, such as restructurings, acquisitions, mergers, takeovers, tender offers or exchanges, or liquidations. Such corporate events may not be completed as initially planned or may fail.

Convertible Securities Risk

Convertible securities are fixed income securities, preferred stocks or other securities that are convertible into or exercisable for common stock of the issuer (or cash or securities of equivalent value) at either a stated price or a stated rate. The market values of convertible securities may decline as interest rates increase and, conversely, to increase as interest rates decline. A convertible security's market value, however, tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security's "conversion price." The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities may be paid before the company's common stockholders but after holders of any senior debt obligations of the company. Consequently, the issuer's convertible securities generally entail less risk than its common stock but more risk than its debt obligations.

Synthetic convertible securities involve the combination of separate securities that possess the two principal characteristics of a traditional convertible security (i.e., an income-producing component and a right to acquire an equity security. Synthetic convertible securities are often achieved, in part, through investments in warrants or options to buy common stock (or options on a stock index), and therefore are subject to the risks associated with derivatives. The value of a synthetic convertible security will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible is composed of two or more separate securities or instruments, each with its own market value. Because the convertible component is typically achieved by investing in warrants or options to buy common stock at a certain exercise price, or options on a stock index, synthetic convertible securities are subject to the risks associated with derivatives. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value.

Disclosure of Portfolio Holdings

Please see "Disclosure of Portfolio Holdings" in the Statement of Additional Information for information about the availability of the complete schedule of the Fund's holdings.

Management of the Fund

Investment Adviser and Administrator

PIMCO serves as the investment adviser and the administrator (serving in its capacity as administrator, the "Administrator") for the Fund. Subject to the supervision of the Board of Trustees of PIMCO Funds (the "Trust"), PIMCO is responsible for managing the investment activities of the Fund and the Fund's business affairs and other administrative matters.

PIMCO is located at 840 Newport Center Drive, Newport Beach, CA 92660. Organized in 1971, PIMCO provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. As of September 30, 2012, PIMCO had approximately $1.9 trillion in assets under management.

Management Fees

The Fund pays for the advisory and supervisory and administrative services it requires under what is essentially an all-in fee structure. The Management Fees shown in the Annual Fund Operating Expenses tables reflect both an advisory fee and a supervisory and administrative fee. The Fund will pay monthly Management Fees to PIMCO at the following annual rates (stated as a percentage of the average daily net assets of the Fund taken separately):

	Management Fees
Fund	Inst Class	Class P	Admin Class	Class D
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%	[__]%	[__]%	[__]%

■

Advisory Fee. The Fund pays PIMCO fees in return for providing investment advisory services. The Fund will pay monthly advisory fees to PIMCO at the following annual rate (stated as a percentage of the average daily net assets of the Fund taken separately):

Fund	Advisory Fees All Classes
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%

A discussion of the basis for the Board of Trustees' approval of the Fund's investment advisory contract will be available in the Fund's first Annual or Semi-Annual Report to shareholders.

■

Supervisory and Administrative Fee. The Fund pays for the supervisory and administrative services it requires under what is essentially an all-in fee structure. Shareholders of the Fund pay a supervisory and administrative fee to PIMCO, computed as a percentage of the Fund's assets attributable in the aggregate to that class of shares. PIMCO, in turn, provides or procures supervisory and administrative services for shareholders and also bears the costs of various third-party services required by the Fund, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs. The Fund bears other expenses which are not covered under the supervisory and administrative fee which may vary and affect the total level of expenses paid by the shareholders, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses, extraordinary expenses (such as litigation and indemnification expenses) and fees and expenses of the Trust's Independent Trustees and their counsel. PIMCO generally earns a profit on the supervisory and administrative fee paid by the Fund. Also, under the terms of the supervision and administration agreement, PIMCO, and not Fund shareholders, would benefit from any price decreases in third-party services, including decreases resulting from an increase in net assets.

The Fund will pay PIMCO monthly supervisory and administrative fees for the Institutional Class, Class P, Administrative Class and Class D shares at the following annual rates (stated as a percentage of the average daily net assets attributable in the aggregate to each class taken separately):

	Supervisory and Administrative Fees
Fund	Inst Class	Class P	Admin Class	Class D
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%	[__]%	[__]%	[__]%

Expense Limitation Agreement

PIMCO has contractually agreed, through [July 31, 2014], to reduce total annual operating expenses for the Fund's separate classes of shares, by waiving a portion of the Fund's supervisory and administrative fee or reimbursing the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to a separate class of shares (the "Expense Limit"). This Expense Limitation Agreement renews annually for a full year unless terminated by PIMCO upon at least 30 days notice prior to the end of the contract term. PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees, plus such recoupment, do not exceed the Expense Limit.

Underlying PIMCO Fund Fees

The Fund pays advisory and supervisory and administrative fees directly to PIMCO at the annual rates stated above, based on the average daily net assets attributable in the aggregate to the Fund's shares. The Fund also indirectly pays its proportionate share of the advisory and supervisory and administrative fees charged by PIMCO to the Underlying PIMCO Funds in which the Fund invests.

PIMCO has contractually agreed, through [July 31, 2014], to waive, first, the advisory fee and, second, to the extent necessary, the supervisory and administrative fee it receives from the Fund in an amount equal to the expenses attributable to advisory fees and supervisory and administrative fees of Underlying PIMCO Funds indirectly incurred by the Fund in connection with the Fund's investments in Underlying PIMCO Funds, to the extent the Fund's advisory fee or advisory fee and supervisory and administrative fee taken together are greater than or equal to the advisory fees and supervisory and administrative fees of the Underlying PIMCO Funds. This waiver renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term.

The Acquired Fund Fees and Expenses shown in the Annual Fund Operating Expenses table for the Fund may be higher than the Underlying PIMCO Fund Expenses used for purposes of the expense reduction described above due to differences in the methods of calculation. The Acquired Fund Fees and Expenses, as required to be shown in the Annual Fund Operating Expenses table, are calculated using the total operating expenses for each Underlying PIMCO Fund over the Fund's average net assets. The Underlying PIMCO Fund Expenses that are used for purposes of implementing the expense reduction described above are calculated using the advisory and supervisory and administrative fees for each Underlying PIMCO Fund over the total assets invested in Underlying PIMCO Funds. Thus, the Acquired Fund Fees and Expenses listed in the Annual Fund Operating Expenses table will typically be higher than the Underlying PIMCO Fund Expenses used to calculate the expense reduction when the Fund employs leverage as an investment strategy.

The expenses associated with investing in a fund of funds are generally higher than those for mutual funds that do not invest in other mutual funds. The cost of investing in a fund of funds Fund will generally be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in a fund of funds Fund, an investor will indirectly bear fees and expenses charged by the Underlying PIMCO Funds in addition to the Fund's direct fees and expenses. In addition, the use of a fund of funds structure could affect the timing, amount and character of distributions to the shareholders and may therefore increase the amount of taxes payable by shareholders. The Fund invests in Institutional Class or Class M shares of the Underlying PIMCO Funds, which are not subject to any sales charges or 12b-1 fees.

The following table summarizes the annual expenses borne by Institutional Class or Class M shareholders of the Underlying PIMCO Funds. Because the Fund, to the extent it invests in Underlying PIMCO Funds), invest in Institutional Class or Class M shares of the Underlying PIMCO Funds, shareholders of the Fund would indirectly bear a proportionate share of these expenses, depending upon how the Fund's assets are allocated from time to time among the Underlying PIMCO Funds.

For a complete description of an Underlying PIMCO Fund, please see the Underlying PIMCO Fund's Institutional Class or Class M prospectus. For a summary description of the Underlying PIMCO Funds, please see the "Description of the Underlying PIMCO Funds" section in this prospectus.

Underlying PIMCO Fund	Management Fees1	Other Expenses2	Total Fund Operating Expenses
PIMCO California Intermediate Municipal Bond Fund	0.445%	0.00%	0.445%
PIMCO California Municipal Bond Fund	0.44	0.07	0.51
PIMCO California Short Duration Municipal Income Fund	0.33	0.00	0.33
PIMCO CommoditiesPLUS® Short Strategy Fund	0.79	0.12	0.913
PIMCO CommoditiesPLUS® Strategy Fund	0.74	0.15	0.894
PIMCO CommodityRealReturn Strategy Fund®	0.74	0.16	0.905
PIMCO Convertible Fund	0.65	0.03	0.68
PIMCO Credit Absolute Return Fund	0.90	0.00	0.90
PIMCO Diversified Income Fund	0.75	0.00	0.75
PIMCO Dividend and Income Builder Fund	0.99	0.00	0.996
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund	1.25	0.00	1.25
PIMCO Emerging Local Bond Fund	0.90	0.00	0.90
PIMCO Emerging Markets Bond Fund	0.83	0.00	0.83
PIMCO Emerging Markets Corporate Bond Fund	1.25	0.00	1.25
PIMCO Emerging Markets Currency Fund	0.85	0.00	0.85
PIMCO EqS Dividend Fund	0.99	0.00	0.996
PIMCO EqS Emerging Markets Fund	1.45	0.00	1.457,8
PIMCO EqS Long/Short Fund	1.49	0.49	1.98
PIMCO EqS Pathfinder Fund®	1.05	0.03	1.086
PIMCO Extended Duration Fund	0.50	0.00	0.50
PIMCO Floating Income Fund	0.55	0.00	0.55
PIMCO Foreign Bond Fund (Unhedged)	0.50	0.00	0.50
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	0.50	0.00	0.50
PIMCO Fundamental Advantage Total Return Strategy Fund	0.89	0.02	0.91
PIMCO Fundamental IndexPLUS® TR Fund	0.79	0.00	0.79
PIMCO Global Advantage® Strategy Bond Fund	0.70	0.00	0.70
PIMCO Global Bond Fund (Unhedged)	0.55	0.00	0.55
PIMCO Global Bond Fund (U.S. Dollar-Hedged)	0.55	0.00	0.55
PIMCO GNMA Fund	0.50	0.00	0.50
PIMCO Government Money Market Fund	0.18	0.00	0.189
PIMCO High Yield Fund	0.55	0.00	0.55
PIMCO High Yield Municipal Bond Fund	0.55	0.00	0.55
PIMCO High Yield Spectrum Fund	0.60	0.00	0.60
PIMCO Income Fund	0.45	0.16	0.61
PIMCO International Fundamental IndexPLUS® TR Strategy Fund	0.84	0.00	0.84
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)	0.64	0.00	0.64
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Hedged)	0.75	0.01	0.76
PIMCO Investment Grade Corporate Bond Fund	0.50	0.00	0.50
PIMCO Long Duration Total Return Fund	0.50	0.00	0.50
PIMCO Long-Term Credit Fund	0.55	0.00	0.55
PIMCO Long-Term U.S. Government Fund	0.475	0.01	0.485
PIMCO Low Duration Fund	0.46	0.00	0.46
PIMCO Low Duration Fund II	0.50	0.00	0.50
PIMCO Low Duration Fund III	0.50	0.00	0.50
PIMCO Moderate Duration Fund	0.46	0.00	0.46
PIMCO Money Market Fund	0.32	0.00	0.329
PIMCO Mortgage-Backed Securities Fund	0.50	0.00	0.50
PIMCO Municipal Bond Fund	0.44	0.00	0.44
PIMCO National Intermediate Municipal Bond Fund	0.45	0.07	0.52
PIMCO New York Municipal Bond Fund	0.445	0.00	0.445
PIMCO Real Income 2019 Fund®	0.39	0.00	0.39
PIMCO Real Income 2029 Fund®	0.39	0.00	0.39
PIMCO Real Return Asset Fund	0.55	0.03	0.58
PIMCO Real Return Fund	0.45	0.02	0.47
PIMCO RealEstateRealReturn Strategy Fund	0.74	0.04	0.78
PIMCO Senior Floating Rate Fund	0.80	0.00	0.80
PIMCO Short Asset Investment Fund	0.34	0.02	0.36
PIMCO Short Duration Municipal Income Fund	0.33	0.00	0.33
PIMCO Short-Term Fund	0.45	0.01	0.46
PIMCO Small Cap StocksPLUS® TR Fund	0.69	0.00	0.69
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund	0.84	0.00	0.84
PIMCO StocksPLUS® Fund	0.50	0.00	0.50
PIMCO StocksPLUS® Long Duration Fund	0.59	0.00	0.59
PIMCO StocksPLUS® Total Return Fund	0.64	0.00	0.64
PIMCO StocksPLUS® TR Short Strategy Fund	0.64	0.02	0.66
PIMCO Tax Managed Real Return Fund	0.45	0.00	0.45
PIMCO Total Return Fund	0.46	0.00	0.46
PIMCO Total Return Fund II	0.50	0.00	0.50
PIMCO Total Return Fund Fund III	0.50	0.00	0.50
PIMCO Total Return Fund IV	0.50	0.00	0.50
PIMCO Treasury Money Market Fund	0.18	0.03	0.219,10
PIMCO Unconstrained Bond Fund	0.90	0.01	0.91
PIMCO Unconstrained Tax Managed Bond Fund	0.70	0.00	0.70

¹ "Management Fees" reflect an advisory fee and a supervisory and administrative fee payable by an Underlying PIMCO Fund to PIMCO.

² Other Expenses includes expenses such as organizational expenses, interest expense, taxes, governmental fees, pro rata Trustees' fees and acquired fund fees and expenses attributable to the Institutional Class or Class M shares. For the PIMCO California Municipal Bond Fund, PIMCO EqS Long/Short Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Treasury Money Market Fund, Other Expenses are based on estimated amounts for the initial fiscal year of each Fund's Institutional Class shares and include each PIMCO Fund's organizational expenses. The PIMCO Treasury Money Market Fund has not commenced operations as of the date of this prospectus.

³ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund IV Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁴ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund III Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁵ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund I Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁶ PIMCO has contractually agreed, through October 31, 2013, to reduce its advisory fee by 0.16% of the average daily net assets of the Fund. This Fee Limitation Agreement renews annually unless terminated by PIMCO upon at least 30 days' prior notice to the end of the contract term. Under certain conditions, PIMCO may recoup amounts reduced in future periods, not exceeding three years.

⁷ PIMCO has contractually agreed, through October 31, 2013, to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Board of Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Institutional shares (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Board of Trustees' fees plus such recoupment, do not exceed the Expense Limit.

⁸ PIMCO has contractually agreed, through October 31, 2013, to reduce its advisory fee by 0.20% of the average daily net assets of the Fund. This Fee Limitation Agreement renews annually unless terminated by PIMCO upon at least 30 days' prior notice to the end of the contract term. Under certain conditions, PIMCO may recoup amounts reduced in future periods, not exceeding three years.

⁹ To maintain certain net yields for the Fund, PIMCO or its affiliates may temporarily and voluntarily waive, reduce or reimburse all or any portion of the Fund's fees and expenses.

¹⁰ PIMCO has contractually agreed, through July 31, 2013, to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Class M shares (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees plus such recoupment, do not exceed the Expense Limit.

Individual Portfolio Manager

The following individual has primary responsibility for managing the Fund.

Fund	Portfolio Manager	Since	Recent Professional Experience
PIMCO Emerging Markets Full Spectrum Bond	[__]	*	[__]

^* Inception of the Fund.

Please see the Statement of Additional Information for additional information about other accounts managed by the portfolio manager, the portfolio manager's compensation and the portfolio manager's ownership of shares of the Fund.

Distributor

The Trust's Distributor is PIMCO Investments LLC ("Distributor"). The Distributor, located at 1633 Broadway, New York, NY 10019, is a broker-dealer registered with the Securities and Exchange Commission ("SEC"). Please note all account requests or inquiries should be mailed to the Trust's transfer agent at P.O. Box 55060, Boston, MA 02205-5060 and should not be mailed to the Distributor.

Classes of Shares – Institutional Class, Class P, Administrative Class and Class D

Institutional Class, Class P, Administrative Class and Class D shares of the Fund are offered in this prospectus. Each share class represents an investment in the Fund, but each class has its own expense structure and arrangements for shareholder services or distribution, which allows you to choose the class that best fits your situation and eligibility requirements. The Fund does not impose any sales charges (loads) or other fees on purchases, redemptions or exchanges of Institutional Class, Class P, Administrative Class or Class D shares of the Fund.

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Arrangements with Financial Firms. Institutional Class, Class P, Administrative Class and Class D shares of the Fund may be available through broker-dealers, banks, trust companies, and other financial services firms that have entered into shareholder servicing arrangements with respect to the Fund. These financial firms provide varying investment products, programs, platforms and accounts, through which investors may purchase, redeem and exchange shares of the Fund. Shareholder servicing arrangements typically include processing orders for shares, generating account and confirmation statements, account maintenance, tax reporting, and disbursing cash dividends as well as other investment or administrative services required for the particular firm's products, programs, platform and accounts.

These financial firms may impose additional or different conditions than the Fund on purchases, redemptions or exchanges of Fund Institutional Class, Class P, Administrative Class and Class D shares. They may also independently establish and charge their customers or program participants transaction fees, account fees and other amounts in connection with purchases, redemptions and exchanges of shares in addition to any fees imposed by the Fund. These additional fees may vary and over time could increase the cost of an investment in the Fund and lower investment returns. Each financial firm is responsible for transmitting to its customers and program participants a schedule of any such fees and information regarding any additional or different conditions regarding purchases, redemptions and exchanges. Shareholders who are customers of these financial firms or participants in programs serviced by them should contact the financial firm for information regarding these fees and conditions.

PIMCO and/or its affiliates may make payments to financial firms for the shareholder services provided. These payments are made out of PIMCO's resources, including the supervisory and administrative fees paid to PIMCO under the Fund's supervision and administration agreement. The actual services provided by these firms, and the payments made for such services, vary from firm to firm. The payments may be based on a fixed dollar amount for each account maintained by the financial services firm and/or a percentage of the value of shares held by investors through the firm. Please see the Statement of Additional Information for more information.

These payments may be material to financial firms relative to other compensation paid by the Fund, PIMCO and/or its affiliates and may be in addition to other fees, such as distribution and/or service (12b-1) fees and revenue sharing or "shelf space" fees paid to such firms described below. Also, the payments may differ depending on the Fund's share class and may vary from amounts paid to the Fund's transfer agent for providing similar services to other accounts. PIMCO and/or its affiliates do not oversee these financial firms' provision of the services for which they are receiving payments.

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Distribution and Service (12b-1) Fees - Administrative Class and Class D Shares. The Trust has adopted a Distribution and Servicing Plan for each of the Administrative Class and Class D shares of the Fund. These Distribution and Servicing Plans have been adopted pursuant to Rule 12b-1 under the 1940 Act. The Distribution and Servicing Plans permit the Fund to compensate the Distributor for providing or procuring through financial firms, distribution, administrative, recordkeeping, shareholder and/or related services with respect to the Administrative Class and Class D shares. Most or all of the distribution and service (12b-1) fees are paid to financial firms through which shareholders may purchase or hold shares.

The Distribution and Servicing Plans permit the Fund to make total payments at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to its Administrative Class or Class D shares, respectively. Payments are accrued daily and paid periodically. Because these fees are paid out of the Fund's Administrative Class and Class D assets on an ongoing basis, over time they will increase the cost of an investment in Administrative Class and Class D shares, and Distribution and Servicing Plan fees may cost a shareholder more than other types of sales charges.

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Additional Payments to Financial Firms. The Distributor or PIMCO (for purposes of this subsection only, collectively, the "Distributor") may from time to time make payments and provide other incentives to selected financial firms as compensation for services such as providing the Fund with "shelf space" or a higher profile for the financial firms' financial advisors and their customers, placing the Fund on the financial firms' preferred or recommended fund list, granting the Distributor access to the firms' financial advisors, providing assistance in training and educating the financial firms' personnel on the Fund, and furnishing marketing support and other specified services. These payments may be significant to the financial firms and may also take the form of sponsorship of conferences, seminars or informational meetings or payment for attendance by persons associated with the financial firms at such events, as well as occasional entertainment and meals to the extent permitted by law. Wholesaler representatives of the Distributor visit financial firms on a regular basis to market and educate financial advisors and other personnel about the Fund. These payments, reimbursements and activities may provide additional access to financial advisors at these financial firms, which may increase purchases and/or reduce redemptions of Fund shares.

The payments described above are made at the Distributor's expense. These payments may be made to financial firms selected by the Distributor, and generally to the financial firms that have sold significant amounts of shares of the Fund. The level of payments made to a financial firm in any given year will vary and generally will not exceed the sum of: (a) 0.10% of such year's sales of Class A, B, C and D shares of the Fund by that financial firm; and (b) 0.03% of the assets attributable to that financial firm invested in Class A, B, C and D shares of the Fund and PIMCO Equity Series. In certain cases, the payments described in the preceding sentence may be subject to certain minimum payment levels. In lieu of payments pursuant to the foregoing formula, the Distributor may make payments of an agreed upon amount which normally will not exceed the amount that would have been payable pursuant to the formula. In addition to the foregoing payments, the Distributor may make payments or reimburse financial firms for sponsorship and/or attendance at conferences, seminars or informational meetings.

The Distributor also may pay investment consultants or their affiliated companies for certain services including technology, operations, tax, or audit consulting services, and may pay such firms for the Distributor's attendance at investment forums sponsored by such firms or for various studies, surveys, or access to databases. Subject to applicable law, PIMCO and its affiliates may also provide investment advisory services to investment consultants and their affiliates and may execute brokerage transactions on behalf of the Fund with such investment consultants' affiliates. These consultants or their affiliates may, in the ordinary course of their investment consultant business, recommend that their clients utilize PIMCO's investment advisory services or invest in the Fund or in other products sponsored or distributed by the Distributor.

If investment advisers, distributors or affiliates of mutual funds make payments and provide other incentives in differing amounts, financial firms and their financial advisors may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial firm and its financial advisors may also have a financial incentive for recommending a particular share class over other share classes. A shareholder who holds Fund shares through a financial firm should consult with the shareholder's financial advisor and review carefully any disclosure by the financial firm as to its compensation received by the financial advisor.

Although the Fund may use financial firms that sell Fund shares to effect transactions for the Fund's portfolio, the Fund and PIMCO will not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

Please see the Statement of Additional Information for more details on the services, fees, payments and other incentives described in this section of the prospectus.

Purchases, Redemptions and Exchanges

Purchasing Shares — Institutional Class, Class P, and Administrative Class Shares

Investors may purchase Institutional Class, Class P and Administrative Class shares of the Fund at the relevant net asset value ("NAV") of that class without a sales charge.

Institutional Class shares are offered primarily for direct investment by investors such as pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations and high net worth individuals. Institutional Class shares may also be offered through certain financial intermediaries that charge their customers transaction or other fees with respect to their customers' investments in the Fund.

Class P shares are offered through certain asset allocation, wrap fee and other similar programs offered by broker-dealers and other intermediaries. Broker-dealers, other intermediaries, pension and profit sharing plans, employee benefit trusts and employee benefit plan alliances also may purchase Class P shares. These entities may purchase Class P shares only if the plan or program for which the shares are being acquired will not require the Fund to pay any type of administrative payment per participant account to any third party.

Administrative Class shares are offered primarily through employee benefit plan alliances, broker-dealers and other intermediaries, and the Fund pays service and/or distribution fees to these entities for services they provide to Administrative Class shareholders.

Pension and profit-sharing plans, employee benefit trusts and employee benefit plan alliances and "wrap account" programs established with broker-dealers or financial intermediaries may purchase shares of either Institutional Class, Class P or Administrative Class only if the plan or program for which the shares are being acquired will maintain an omnibus or pooled account for each Fund and will not require a Fund to pay any type of administrative payment per participant account to any third party. Shares may be offered to clients of PIMCO and its affiliates, and to the benefit plans of PIMCO and its affiliates.

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Investment Minimums. The minimum initial investment for shares of the Institutional Class, Class P and Administrative Class is $1 million, except that the minimum initial investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors.

The Trust or the Distributor may lower or waive the minimum initial investment for certain categories of investors at their discretion. Please see the Statement of Additional Information for details.

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Initial Investment. Investors may open an account by completing and signing an Account Application Form and sending a facsimile to 1.816.421.2861. The completed Account Application form may also be mailed to PIMCO Funds, c/o BFDS Midwest, 330 W. 9th Street, Kansas City, MO 64105. An Account Application Form may be obtained online at pimco.com/investments under Literature, or by calling 888.87.PIMCO.

Except as described below, an investor may purchase Institutional Class, Class P and Administrative Class shares only by wiring federal funds to:

PIMCO Funds c/o State Street Bank & Trust Co.
225 Franklin St. Boston, MA 02110
ABA: 011000028
DDA: 9905-7432 ACCT: Your PIMCO Account Number
FFC: Name of Entity and Name of Fund(s) in which you wish to invest

Before wiring federal funds, the investor must provide trade instructions to the Trust by facsimile at 1.816.421.2861 or by telephone at 888.87.PIMCO. In order to receive the current day's NAV, trade instructions must be received in good order prior to market close. Instructions must include the name of Authorized Person, account name, account number, name of Fund and share class, and amount being wired. Wires received without trade instructions will result in a processing delay or a return of wire. Failure to send the accompanying wire on the same day may result in the cancellation of the trade. An investor may purchase shares without first wiring federal funds if the proceeds of the investment are derived from an advisory account the investor maintains with PIMCO or one of its affiliates, or from an investment by broker-dealers, institutional clients or other financial intermediaries which have established a shareholder servicing relationship with the Trust on behalf of their customers.  

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Additional Investments. An investor may purchase additional Institutional Class, Class P and Administrative Class shares of the Fund at any time by sending a facsimile or calling the Trust and wiring federal funds to the Transfer Agent as outlined above. 

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Other Purchase Information. Purchases of the Fund's Institutional Class, Class P and Administrative Class shares will be made in full and fractional shares. In the interest of economy and convenience, certificates for shares will not be issued.

The Trust typically does not offer or sell its shares to non-U.S. residents. For purposes of this policy, a U.S. resident is defined as an account with (i) a U.S. address of record and (ii) all account owners residing in the U.S. at the time of sale.

The Trust and the Distributor each reserves the right, in its sole discretion, to suspend the offering of shares of the Funds or to reject any purchase order, in whole or in part, when, in the judgment of management, such suspension or rejection is in the best interests of the Trust. 

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Retirement Plans. Institutional Class, Class P and Administrative Class shares of the Fund are available for purchase by retirement and savings plans, including Keogh plans, 401(k) plans, 403(b) custodial accounts, and Individual Retirement Accounts. The administrator of a plan or employee benefits office can provide participants or employees with detailed information on how to participate in the plan and how to elect the Fund as an investment option. Participants in a retirement or savings plan may be permitted to elect different investment options, alter the amounts contributed to the plan, or change how contributions are allocated among investment options in accordance with the plan's specific provisions. The plan administrator or employee benefits office should be consulted for details. For questions about participant accounts, participants should contact their employee benefits office, the plan administrator, or the organization that provides recordkeeping services for the plan. Investors who purchase shares through retirement plans should be aware that plan administrators may aggregate purchase and redemption orders for participants in the plan. Therefore, there may be a delay between the time the investor places an order with the plan administrator and the time the order is forwarded to the Transfer Agent for execution.

Purchases In Kind

Subject to the approval of the Trust, an investor may purchase shares of the Fund with liquid securities that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Trust's valuation policies. These transactions will be effected only if PIMCO intends to retain the security in the Fund as an investment. Assets purchased by the Fund in such a transaction will be valued generally in the same manner as they would be valued for purposes of pricing the Fund's shares, if such assets were included in the Fund's assets at the time of purchase. The Trust reserves the right to amend or terminate this practice at any time.

Purchasing Shares — Class D Shares

Class D shares of the Fund are continuously offered through financial service firms, such as broker-dealers or registered investment advisers, with which the Distributor has an agreement for the use of the Fund in investment products, programs or accounts for which a fee may be charged. See "Financial Service Firms—Class D Shares" above.

In connection with purchases, a financial service firm is responsible for forwarding all necessary documentation to the Distributor, and may charge for such services. To purchase shares of the Fund directly from the Distributor, an investor should inquire about the other classes of shares offered by the Trust. An investor may call the Distributor at 888.87.PIMCO for information about other investment options.

Class D shares of the Fund will be held in a shareholder's account at a financial service firm and, generally, the firm will hold a shareholder's Class D shares in nominee or street name as your agent. In most cases, the Trust's transfer agent will have no information with respect to or control over accounts of specific Class D shareholders and a shareholder may obtain information about accounts only through the financial service firm. In certain circumstances, the firm may arrange to have shares held in a shareholder's name or a shareholder may subsequently become a holder of record for some other reason (for instance, if you terminate your relationship with your firm). In such circumstances, a shareholder may contact the Distributor at 888.87.PIMCO for information about the account. In the interest of economy and convenience, certificates for Class D shares will not be issued.

The Distributor reserves the right to require payment by wire. The Distributor generally does not accept payments made by cash, temporary/starter checks, third-party checks, credit cards, traveler's checks, credit card checks, or checks drawn on non-U.S. banks even if payment may be effected through a U.S. bank.

Investment Minimums. The following investment minimums apply for purchases of Class D shares.

The minimum initial investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The Trust or the Distributor may lower or waive the minimum initial or subsequent investment for certain categories of investors at their discretion. Please see the Statement of Additional Information for details.

A financial service firm may impose different investment minimums than the Trust. For example, if a shareholder's firm maintains an omnibus account with a particular Fund, the firm may impose higher or lower investment minimums than the Trust when a shareholder invests in Class D shares of the Fund through the firm. A Class D shareholder should contact the financial service firm for information.

Acceptance and Timing of Purchase Orders, Redemption Orders and Share Price Calculations

A purchase order received by the Trust or its designee prior to the close of regular trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m., Eastern time), on a day the Trust is open for business, together with payment made in one of the ways described below, will be effected at that day's NAV. An order received after the close of regular trading on the NYSE will be effected at the NAV determined on the next business day. However, orders received by certain retirement plans and other financial intermediaries on a business day prior to the close of regular trading on the NYSE and communicated to the Trust or its designee prior to such time as agreed upon by the Trust and intermediary will be effected at the NAV determined on the business day the order was received by the intermediary. The Trust is "open for business" on each day the NYSE is open for trading, which excludes the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Purchase orders will be accepted only on days on which the Trust is open for business.

A redemption request received by the Trust or its designee prior to the close of regular trading on the NYSE (normally 4:00 p.m., Eastern time (the "NYSE Close")), on a day the Trust is open for business, is effective on that day. A redemption request received after that time becomes effective on the next business day. Redemption requests for Fund shares are effected at the NAV per share next determined after receipt of a redemption request by the Trust or its designee, minus any applicable redemption fee. However, orders received by certain broker-dealers and other financial intermediaries on a business day prior to the close of regular trading on the NYSE and communicated to the Trust or its designee prior to such time as agreed upon by the Trust and intermediary will be effected at the NAV determined on the business day the order was received by the intermediary. The request must properly identify all relevant information such as account name, account number, redemption amount (in dollars or shares), the Fund name and the class of shares and must be executed by an Authorized Person (as defined below).

The Distributor, in its sole discretion, may accept or reject any order for purchase of Fund shares. The sale of shares will be suspended during any period in which the NYSE is closed (other than weekends or holidays), or if permitted by the rules of the SEC, when trading on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period as permitted by the SEC for the protection of investors. Additionally, redemptions of Fund shares may be suspended when trading on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period as permitted by the SEC for the protection of investors, as provided in Rule 22(e) and rules thereunder, of the 1940 Act. Under these and other unusual circumstances, the Trust may suspend redemptions or postpone payment for more than seven days, as permitted by law.

An investor should invest in the Fund for long-term investment purposes only. The Trust reserves the right to refuse purchases if, in the judgment of PIMCO, the purchases would adversely affect the Fund and its shareholders. In particular, the Trust and PIMCO each reserves the right to restrict purchases of Fund shares (including exchanges) when a pattern of frequent purchases and sales made in response to short-term fluctuations in share price appears evident. Notice of any such restrictions, if any, will vary according to the particular circumstances.

Abusive Trading Practices

The Trust encourages shareholders to invest in the Fund as part of a long-term investment strategy and discourages excessive, short-term trading and other abusive trading practices, sometimes referred to as "market timing." However, because the Trust will not always be able to detect market timing or other abusive trading activity, investors should not assume that the Trust will be able to detect or prevent all market timing or other trading practices that may disadvantage the Fund.

Certain of the Fund's investment strategies may expose it to risks associated with market timing activities. For example, since the Fund may invest in non-U.S. securities, it may be subject to the risk that an investor may seek to take advantage of a delay between the change in value of the Fund's non-U.S. portfolio securities and the determination of the Fund's NAV as a result of different closing times of U.S. and non-U.S. markets by buying or selling Fund shares at a price that does not reflect their true value. A similar risk exists for the Fund's potential investment in securities of small capitalization companies, securities of issuers located in emerging markets, securities of distressed companies or high yield securities that are thinly traded and therefore may have actual values that differ from their market prices.

To discourage excessive, short-term trading and other abusive trading practices, the Trust's Board of Trustees has adopted policies and procedures reasonably designed to detect and prevent short-term trading activity that may be harmful to the Fund and its shareholders. Such activities may have a detrimental effect on the Fund and its shareholders. For example, depending upon various factors such as the size of the Fund and the amount of its assets maintained in cash, short-term or excessive trading by Fund shareholders may interfere with the efficient management of the Fund's portfolio, increase transaction costs and taxes, and may harm the performance of the Fund and its shareholders.

The Trust seeks to deter and prevent abusive trading practices, and to reduce these risks, through several methods.

First, to the extent that there is a delay between a change in the value of a mutual fund's portfolio holdings, and the time when that change is reflected in the NAV of the fund's shares, the fund is exposed to the risk that investors may seek to exploit this delay by purchasing or redeeming shares at NAVs that do not reflect appropriate fair value prices. The Trust seeks to deter and prevent this activity, sometimes referred to as "stale price arbitrage," by the appropriate use of "fair value" pricing of the Fund's portfolio securities. See "How Fund Shares Are Priced" below for more information.

Second, the Trust seeks to monitor shareholder account activities in order to detect and prevent excessive and disruptive trading practices. The Trust and PIMCO each reserves the right to restrict or refuse any purchase or exchange transaction if, in the judgment of the Trust or of PIMCO, the transaction may adversely affect the interests of the Fund or its shareholders. Among other things, the Trust may monitor for any patterns of frequent purchases and sales that appear to be made in response to short-term fluctuations in share price. Notice of any restrictions or rejections of transactions may vary according to the particular circumstances.

Although the Trust and its service providers seek to use these methods to detect and prevent abusive trading activities, and although the Trust will consistently apply such methods, there can be no assurances that such activities can be mitigated or eliminated. By their nature, omnibus accounts, in which purchases and sales of Fund shares by multiple investors are aggregated for presentation to the Fund on a net basis, conceal the identity of the individual investors from the Fund. This makes it more difficult for the Fund to identify short-term transactions in the Fund.

Verification of Identity

To help the government combat the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:

1.

Name;

2.

Date of birth (for individuals);

3.

Residential or business street address; and

4.

Social security number, taxpayer identification number, or other identifying number.

Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

Individuals may also be asked for a copy of their driver's license, passport or other identifying document in order to verify their identity. In addition, it may be necessary to verify an individual's identity by cross-referencing the identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account and redeem your shares or take other appropriate action if it is unable to verify your identity within a reasonable time.

Redeeming Shares—Institutional Class, Class P and Administrative Class shares

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Redemptions in Writing. Investors may redeem (sell) Institutional Class, Class P and Administrative Class shares by sending a facsimile to 1.816.421.2861. A written request may also be mailed to PIMCO Funds, c/o BFDS Midwest, 330 W. 9th Street, Kansas City, MO 64105. The redemption request should state the Fund from which the shares are to be redeemed, the class of shares, the number or dollar amount of the shares to be redeemed and the account number. The request must be signed by the appropriate persons designated on Account Application form ("Authorized Person").

An investor that elects to utilize e-mail redemptions on the Account Application Form (or subsequently in writing) may request redemptions of shares by sending an email to pimcoteam@bfdsmidwest.com. An Authorized Person must state the Fund from which the shares are to be redeemed, the class of shares, the number or dollar amount of the shares to be redeemed and the account number.

Neither the Trust nor the Transfer Agent may be liable for any loss, cost or expense for acting on instructions (including those by fax or e-mail) believed by the party receiving such instructions to be genuine and in accordance with the procedures described in this prospectus. Shareholders should realize that by utilizing fax or e-mail redemption, they may be giving up a measure of security that they might have if they were to redeem their shares by mail. Furthermore, interruptions in service may mean that a shareholder will be unable to effect a redemption by fax or e-mail when desired. The Transfer Agent also provides written confirmation of transactions as a procedure designed to confirm that instructions are genuine.

All redemptions, whether initiated by mail, fax or email, will be processed in a timely manner, and proceeds will be forwarded by wire in accordance with the redemption policies of the Trust detailed below. See "Other Redemption Information."

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Redemptions by Telephone. An investor that elects this option on the Account Application Form (or subsequently in writing) may request redemptions of shares by calling the Trust at 888.87.PIMCO. An Authorized Person must state his or her name, account name, account number, name of Fund and share class, and redemption amount (in dollars or shares). Redemption requests of an amount of $10 million or more must be submitted in writing by an Authorized Person.

In electing a telephone redemption, the investor authorizes PIMCO and the Transfer Agent to act on telephone instructions from any person representing him or herself to be an Authorized Person, and reasonably believed by PIMCO or the Transfer Agent to be genuine. Neither the Trust nor the Transfer Agent may be liable for any loss, cost or expense for acting on instructions (including by telephone) believed by the party receiving such instructions to be genuine and in accordance with the procedures described in this prospectus. Shareholders should realize that by electing the telephone option, they may be giving up a measure of security that they might have if they were to redeem their shares in writing. Furthermore, interruptions in service may mean that a shareholder will be unable to effect a redemption by telephone when desired. The Transfer Agent also provides written confirmation of transactions initiated by telephone as a procedure designed to confirm that telephone instructions are genuine. All telephone transactions are recorded, and PIMCO or the Transfer Agent may request certain information in order to verify that the person giving instructions is authorized to do so. The Trust or Transfer Agent may be liable for any losses due to unauthorized or fraudulent telephone transactions if it fails to employ reasonable procedures to confirm that instructions communicated by telephone are genuine. All redemptions initiated by telephone will be processed in a timely manner, and proceeds will be forwarded by wire in accordance with the redemption policies of the Trust detailed below. See "Other Redemption Information."

An Authorized Person may decline telephone exchange or redemption privileges after an account is opened by providing the Transfer Agent a letter of instruction. Shareholders may experience delays in exercising telephone redemption privileges during periods of abnormal market activity. During periods of volatile economic or market conditions, shareholders may wish to consider transmitting redemption orders by facsimile, email or overnight courier.

Defined contribution plan participants may request redemptions by contacting the employee benefits office, the plan administrator or the organization that provides recordkeeping services for the plan.

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Other Redemption Information. Redemption proceeds will ordinarily be wired to the investor's bank within three business days after the redemption request, but may take up to seven days. Redemption proceeds will be sent by wire only to the bank name designated on the Account Application Form.

For shareholder protection, a request to change information contained in an account registration must be received in writing, signed by an Authorized Person, and accompanied by a signature validation from any eligible guarantor institution, as determined in accordance with the Trust's procedures, as more fully described below. See "Signature Validation."

Redeeming Shares—Class D shares

An investor may sell (redeem) Class D shares through the investor's financial service firm on any day the NYSE is open. An investor does not pay any fees or other charges to the Trust or the Distributor when selling shares, although the financial service firm may charge for its services in processing a redemption request. An investor should contact the firm for details. If an investor is the holder of record of Class D shares, the investor may contact the Distributor at 888.87.PIMCO for information regarding how to sell shares directly to the Trust.

A financial service firm is obligated to transmit an investor's redemption orders to the Distributor promptly and is responsible for ensuring that a redemption request is in proper form. The financial service firm will be responsible for furnishing all necessary documentation to the Distributor or the Trust's transfer agent and may charge for its services. Redemption proceeds will be forwarded to the financial service firm as promptly as possible and in any event within seven days after the redemption request is received by the Distributor in good order.

Redemptions In Kind

The Trust has agreed to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1% of the Fund's net assets during any 90-day period for any one shareholder. In consideration of the best interests of the remaining shareholders, the Trust may pay any redemption proceeds exceeding this amount in whole or in part by a distribution in kind of securities held by a Fund in lieu of cash. It is highly unlikely that your shares would ever be redeemed in kind. If your shares are redeemed in kind, you should expect to incur transaction costs upon the disposition of the securities received in the distribution.

Signature Validation

When a signature validation is called for, a Medallion signature guarantee or Signature validation program (SVP) stamp will be required. A Medallion signature guarantee is intended to provide signature validation for transactions considered financial in nature, and an SVP stamp is intended to provide signature validation for transactions non-financial in nature. A Medallion signature guarantee or SVP stamp may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution which is participating in a Medallion program or Signature validation program recognized by the Securities Transfer Association. Signature validations from financial institutions which are not participating in one of these programs will not be accepted. Please note that financial institutions participating in a recognized Medallion program may still be ineligible to provide a signature validation for transactions of greater than a specified dollar amount. The Trust may change the signature validation requirements from time to time upon notice to shareholders, which may be given by means of a new or supplemented prospectus. Shareholders should contact PIMCO Funds for additional details regarding the Fund's signature validation requirements.

Signature validation cannot be provided by a notary public. In addition, corporations, trusts, and other institutional organizations are required to furnish evidence of the authority of the persons designated on the Account Application Form to effect transactions for the organization.

Minimum Account Size

Due to the relatively high cost of maintaining small accounts, the Trust reserves the right to redeem shares in any account that falls below the values listed below.

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Institutional Class, Class P and Administrative Class. The Trust reserves the right to redeem Institutional Class, Class P and Administrative Class shares in any account for their then-current value (which will be promptly paid to the investor) if at any time, due to redemption by the investor, the shares in the account do not have a value of at least $100,000. A shareholder will receive advance notice of a mandatory redemption and will be given at least 60 days to bring the value of its account up to at least $100,000. 

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Class D. Investors should maintain an account balance in the Fund held by an investor of at least the minimum investment necessary to open the particular type of account. If an investor's balance for the Fund remains below the minimum for three months or longer, the Administrator has the right (except in the case of employer-sponsored retirement accounts) to redeem an investor's remaining shares and close that Fund account after giving the investor at least 60 days to increase the account balance. An investor's account will not be liquidated if the reduction in size is due solely to a decline in market value of Fund shares or if the aggregate value of all the investor's holdings in PIMCO Equity Series and PIMCO Funds accounts exceeds $50,000.

Exchange Privilege

An investor may exchange each class of shares of the Fund for shares of the same class of any other fund of the Trust that offers that class based on the respective NAVs of the shares involved. An investor may also exchange shares of the Fund for shares of the same class of a fund of PIMCO Equity Series. Shareholders interested in such an exchange may request a prospectus for these other funds by contacting the Trust.

An investor may exchange Institutional Class, Class P and Administrative Class shares of the Fund by following the redemption procedure described above under "Redemptions in Writing" or, if the investor has elected the telephone redemption option, by calling the Trust at 888.87.PIMCO. An investor may exchange or obtain additional information about exchange privileges for Class D shares by contacting the investor's financial service firm. The financial service firm may impose various fees and charges, investment minimums and other requirements with respect to exchanges.

Shares of the Fund may also be exchanged directly for shares of another class of the Fund, subject to any applicable sales charge, as described in the Statement of Additional Information.

The Trust reserves the right to refuse exchange purchases (or purchase and redemption and/or redemption and purchase transactions) if, in the judgment of PIMCO, the transaction would adversely affect the Fund and its shareholders. Although the Trust has no current intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Except as otherwise permitted by the SEC, the Trust will give you 60 days' advance notice if it exercises its right to terminate or materially modify the exchange privilege.

Request for Multiple Copies of Shareholder Documents

To reduce expenses, it is intended that only one copy of the Funds' prospectus and each annual and semi-annual report, when available, will be mailed to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents and your shares are held directly with the Trust, call the Trust at 888.87.PIMCO. You will receive the additional copy within 30 days after receipt of your request by the Trust. Alternatively, if your shares are held through a financial institution, please contact the financial institution directly.

How Fund Shares Are Priced

The NAV of the Fund's Institutional Class, Class P, Administrative Class and Class D shares is determined by dividing the total value of the Fund's portfolio investments and other assets attributable to that class, less any liabilities, by the total number of shares outstanding of that class.

The Fund's shares are valued as of the NYSE Close on each day that the NYSE is open. Information that becomes known to the Fund or their agents after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the price of a security or the NAV determined earlier that day. The Fund reserves the right to change the time its respective NAV is calculated if the Fund closes earlier, or as permitted by the SEC.

For purposes of calculating NAV, portfolio securities and other assets for which market quotes are readily available are valued at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or pricing services. The Fund will normally use pricing data for domestic equity securities received shortly after the NYSE Close and do not normally take into account trading, clearances or settlements that take place after the NYSE Close. A foreign equity security traded on a foreign exchange or on more than one exchange is typically valued using pricing information from the exchange considered by the managers to be the primary exchange. A foreign equity security will be valued as of the close of trading on the foreign exchange, or the NYSE Close, if the NYSE Close occurs before the end of trading on the foreign exchange. Domestic and foreign fixed income securities and non-exchange-traded derivatives are normally valued on the basis of quotes obtained from brokers and dealers or pricing services using data reflecting the earlier closing of the principal markets for those securities. Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Certain fixed income securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost. Exchange-traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. With respect to any portion of the Fund's assets that are invested in one or more open-end management investment companies, the Fund's NAV will be calculated based upon the NAVs of such investments.

If a foreign (non-U.S.) security's value has materially changed after the close of the security's primary exchange or principal market but before the NYSE Close, the security will be valued at fair value based on procedures established and approved by the Board of Trustees. Foreign securities that do not trade when the NYSE is open are also valued at fair value. The Fund may determine the fair value of investments based on information provided by pricing services and other third-party vendors, which may recommend fair value prices or adjustments with reference to other securities, indices or assets. In considering whether fair value pricing is required and in determining fair values, the Fund may, among other things, consider significant events (which may be considered to include changes in the value of U.S. securities or securities indices) that occur after the close of the relevant market and before the NYSE Close. The Fund may utilize modeling tools provided by third party vendors to determine fair values of non-U.S. securities. Foreign exchanges may permit trading in foreign securities on days when the Trust is not open for business, which may result in the Fund's portfolio investments being affected when you are unable to buy or sell shares.

Senior secured floating rate loans for which an active secondary market exists to a reliable degree will be valued at the mean of the last available bid and asked price in the market for such loans, as provided by a loan pricing service. Senior secured floating rate loans for which an active secondary market does not exist to a reliable degree will be valued at fair value, which is intended to approximate market value. In valuing a senior secured floating rate loan at fair value, the factors considered include, but are not limited to, the following: (a) the creditworthiness of the borrower and any intermediate participants, (b) the terms of the loan, (c) recent prices in the market for similar loans, if any, and (d) recent prices in the market for instruments of similar quality, rate, period until next interest rate reset and maturity.

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund's shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares.

Securities and other assets for which market quotes are not readily available are valued at fair value as determined in good faith by the Board of Trustees or persons acting at their direction. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated to PIMCO the responsibility for applying the valuation methods. For instance, certain securities or investments for which daily market quotes are not readily available may be valued, pursuant to guidelines established by the Board of Trustees, with reference to other securities or indices. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the valuation methods, the value of the security or asset will be determined in good faith by the Valuation Committee of the Board of Trustees, generally based upon recommendations provided by PIMCO.

Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/ask information, broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close, that materially affect the values of a Fund's securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade do not open for trading for the entire day and no other market prices are available. The Board has delegated to PIMCO the responsibility for monitoring significant events that may materially affect the values of the Fund's securities or assets and for determining whether the value of the applicable securities or assets should be reevaluated in light of such significant events.

When the Fund uses fair value pricing to determine its NAV, securities will not be priced on the basis of quotes from the primary market in which they are traded, but rather may be priced by another method that the Board of Trustees or persons acting at their direction believe accurately reflects fair value. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of the Fund's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Board of Trustees or persons acting at their direction would accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value that would be realized if the securities were sold. The Funds' use of fair valuation may also help to deter "stale price arbitrage" as discussed above under "Abusive Trading Practices."

Under certain circumstances, the per share NAV of a class of the Fund's shares may be different from the per share NAV of another class of shares as a result of the different daily expense accruals applicable to each class of shares. Generally, when the Fund pays income dividends, those dividends are expected to differ over time by approximately the amount of the expense accrual differential between the classes.

Fund Distributions

The Fund distributes substantially all of its net investment income to shareholders in the form of dividends. You begin earning dividends on Fund shares the day after the Trust receives your purchase payment. Dividends paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the service and/or distribution fees applicable to certain classes of shares. The Fund intends to declare income dividends daily and distribute income dividends monthly to shareholders of record.

In addition, the Fund distributes any net capital gains it earns from the sale of portfolio securities to shareholders no less frequently than annually. Net short-term capital gains may be paid more frequently.

The Fund's dividend and capital gain distributions with respect to a particular class of shares will automatically be reinvested in additional shares of the same class of the Fund at NAV unless the shareholder elects to have the distributions paid in cash. A shareholder may elect to have distributions paid in cash on the Account Application Form, by phone or by submitting a written request signed by an Authorized Person indicating the account name, account number, name of Fund and share class. A shareholder may elect to invest all distributions in shares of the same class of any other fund of the Trust, PIMCO Equity Series which offers that class of shares at NAV. A shareholder must have an account existing in the fund selected for investment with the identical registered name. This option must be elected when the account is set up.

With respect to the funds whose policy it is to declare dividends daily, if a purchase order for shares is received prior to 12:00 noon, Eastern time, and payment in federal funds is received by the Transfer Agent by the close of the federal funds wire on the day the purchase order is received, dividends will accrue starting that day. If a purchase order is received after 12:00 noon, Eastern time, and payment in federal funds is received by the Transfer Agent by the close of the federal funds wire on the day the purchase order is received, or as otherwise agreed to by the Trust, the order will be effected at that day's NAV, but dividends will not begin to accrue until the following business day.

A Class D shareholder may choose from the following distribution options:

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Reinvest all distributions in additional shares of the same class of the same Fund at NAV. You do not pay any sales charges on shares received through the reinvestment of Fund distributions.

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Invest all distributions in Class D shares of any other fund of the Trust or PIMCO Equity Series, which offers Class D shares at NAV.

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Receive all distributions in cash consistent with the investment objective of the Fund.

The financial service firm may offer additional distribution reinvestment programs or options. Please contact the firm for details.

Tax Consequences

The following information is meant as a general summary for U.S. taxpayers. Please see the Statement of Additional Information for additional information. You should rely on your own tax adviser for advice about the particular federal, state and local tax consequences to you of investing in the Fund.

The Fund will distribute substantially all of its income and gains to its shareholders every year, and shareholders will be taxed on distributions they receive unless the distribution is derived from tax-exempt income and is reported as an "exempt-interest dividend."

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Taxes on Fund Distributions. A shareholder subject to U.S. federal income tax will be subject to tax on taxable Fund distributions of taxable income or capital gains whether they are paid in cash or reinvested in additional shares of the Fund. For federal income tax purposes, taxable Fund distributions will be taxable to the shareholder as either ordinary income or capital gains.

Fund taxable dividends (i.e., distributions of investment income) are generally taxable to shareholders as ordinary income. Under current law (scheduled to expire after 2012), a portion of distributions may be qualified dividends taxable at lower rates for individual shareholders. Federal taxes on Fund distributions of gains are determined by how long the Fund owned the investments that generated the gains, rather than how long a shareholder has owned the shares. Distributions of gains from investments that the Fund owned for more than one year will generally be taxable to shareholders as long-term capital gains. Distributions of gains from investments that the Fund owned for one year or less will generally be taxable as ordinary income.

Taxable Fund distributions are taxable to shareholders even if they are paid from income or gains earned by the Fund prior to the shareholder's investment and thus were included in the price paid for the shares. For example, a shareholder who purchases shares on or just before the record date of the Fund distribution will pay full price for the shares and may receive a portion of his or her investment back as a taxable distribution.

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Taxes on redemption or exchanges of shares. You will generally have a taxable capital gain or loss if you dispose of your Fund shares by redemption, exchange or sale. The amount of the gain or loss and the rate of tax will depend primarily upon how much you pay for the shares, how much you sell them for, and how long you
hold them. When you exchange shares of a Fund for shares of another Fund, the transaction will be treated as a sale of the Fund shares for these purposes, and any gain on those shares will generally be subject to federal income tax.

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Returns of capital. If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

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A Note on the Fund. The Fund's use of a fund of funds structure could affect the amount, timing and character of distributions to shareholders, and may therefore increase the amount of taxes payable by shareholders.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds. One of the requirements for favorable tax treatment as a regulated investment company under the Code is that each Underlying PIMCO Fund derive at least 90% of its gross income from certain qualifying sources of income. The IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. As such, each Underlying PIMCO Fund's ability to utilize direct investments in commodity-linked swaps, commodities or other commodity derivatives as part of its investment strategy is limited to a maximum of 10 percent of its gross income.

However, in a subsequent revenue ruling, the IRS provides that income from alternative investment instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. The IRS has also issued private letter rulings in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. In addition, the IRS has also issued private letter rulings which the IRS specifically concluded that income derived from an investment in a subsidiary will also constitute qualifying income to the Underlying PIMCO Fund, even if that subsidiary itself owns commodity-linked swaps. Based on the reasoning in such rulings, the Underlying PIMCO Funds will continue to seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and through investments in their respective Subsidiary.

It should be noted, however, that the IRS has suspended the issuance of these private letter rulings. There can be no assurance that the IRS will not change its position with respect to some or all of these issues or that future legislation will not adversely impact the tax treatment of an Underlying PIMCO Fund's commodity-linked investments. If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes or from investments in subsidiaries does not constitute qualifying income and if such positions were upheld or if future legislation were to adversely affect the tax treatment of Underlying PIMCO Fund investments, then the Underlying PIMCO Funds might cease to qualify as regulated investment companies and would be required to reduce their exposure to such investments which might result in difficulty in implementing their investment strategies. If such Underlying PIMCO Funds did not qualify as a regulated investment companies for any taxable year, their taxable income would be subject to tax at the Underlying PIMCO Fund level at regular corporate tax rates (without reduction for distributions to shareholders) and to a further tax at the shareholder level when such income is distributed.

Furthermore, the tax treatment of commodity-linked notes, other commodity-linked derivatives, and an Underlying PIMCO Fund's investments in its Subsidiary may otherwise be adversely affected by future legislation, Treasury Regulations and/or guidance issued by the IRS. Such developments could affect the character, timing and/or amount of the Underlying PIMCO Fund's taxable income or any distributions made by the Underlying PIMCO Fund or result in the inability of the Underlying PIMCO Fund to operate as described in its Prospectus.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Tax Managed Real Return Fund, PIMCO Real Return Asset Fund, and PIMCO RealEstateRealReturn Strategy Fund, Underlying PIMCO Funds. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in each affected Underlying PIMCO Fund's gross income. Due to original issue discount, each affected Underlying PIMCO Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause each affected Underlying PIMCO Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.

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A Note on the PIMCO Tax Managed Real Return Fund, an Underlying PIMCO Fund. Dividends paid to shareholders of the Underlying PIMCO Fund are expected to be designated by the Underlying PIMCO Fund as "exempt-interest dividends" to the extent that such dividends are derived from Municipal Bond interest and shareholders may generally exclude such dividends from gross income for federal income tax purposes. The federal tax exemption for "exempt-interest dividends" from Municipal Bonds does not necessarily result in the exemption of such dividends from state and local taxes. The Underlying PIMCO Fund will invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax. Dividends derived from taxable interest or capital gains will be subject to federal income tax and will be subject to state tax in most states. The payment of a portion of the Underlying PIMCO Fund's dividends as dividends exempt from federal income tax will not provide additional tax benefits to investors in tax-sheltered retirement plans or individuals not subject to federal income tax.

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Cost basis information. For shares of the Fund redeemed after January 1, 2012, your financial intermediary or the Fund (if you hold your shares in a Fund direct account) will report gains and losses realized on redemptions of shares for shareholders who are individuals and S corporations purchased after January 1, 2012 to the Internal Revenue Service (IRS). This information will also be reported to you on Form 1099-B and the IRS each year. In calculating the gain or loss on redemptions of shares, the average cost method will be used to determine the cost basis of Fund shares purchased after January 1, 2012 unless you instruct the Fund in writing that you want to use another available method for cost basis reporting (for example, First In, First Out (FIFO), Last In, First Out (LIFO), Specific Lot Identification (SLID) or High Cost, First Out (HIFO)). If you designate SLID as your cost basis method, you will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Fund will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals made after January 1, 2012.

Your financial intermediary or the Fund (if you hold your shares in a Fund direct account) is also required to report gains and losses to the IRS in connection with redemptions of shares by S corporations purchased after January 1, 2012. If a shareholder is a corporation and has not instructed the Fund that it is a C corporation in its account application or by written instruction, the Fund will treat the shareholder as an S corporation and file a Form 1099-B.

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Backup withholding. The Fund may be required to withhold U.S. federal income tax on all taxable distributions payable to shareholders if they fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or if they have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.

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Foreign withholding taxes. The Fund may be subject to foreign withholding or other foreign taxes, which in some cases can be significant on any income or gain from investments in foreign securities. In that case, the Fund's total return on those securities would be decreased. The Fund may generally deduct these taxes in computing its taxable income. Rather than deducting these foreign taxes, if the Fund invests more than 50% of its assets in the stock or securities of foreign corporations or foreign governments at the end of its taxable year, it may make an election to treat a proportionate amount of eligible foreign taxes as constituting a taxable distribution to each shareholder, which would, subject to certain limitations, generally allow the shareholder to either (i) credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) take that amount as an itemized deduction. Although in some cases the Fund may be able to apply for a refund of a portion of such taxes, the ability to successfully obtain such a refund may be uncertain.

Any foreign shareholders would (with certain exceptions) generally be subject to U. S. tax withholding of 30% (or lower applicable treaty rate) on taxable distributions from the Fund.

This "Tax Consequences" section relates only to federal income tax; the consequences under other tax laws may differ. Shareholders should consult their tax advisors as to the possible application of foreign, state and local income tax laws to Fund dividends and capital distributions. Please see the Statement of Additional Information for additional information regarding the tax aspects of investing in the Fund.

Characteristics and Risks of Securities and Investment Techniques

As the Fund may invest in shares of the Acquired Funds, the risks of investing in the Fund may be closely related to the risks associated with the Acquired Funds and their investments. However, as the Fund may also invest its assets directly in Fixed Income Instruments, equity securities, forwards or derivatives, such as options, futures contracts or swap agreements, other affiliated or unaffiliated funds, and other investments, the Fund may be directly exposed to certain risks described below.

This section provides additional information about some of the principal investments and related risks of the Fund and of certain Acquired Funds described under "Fund Summary" and "Description of Principal Risks" above. It also describes characteristics and risks of additional securities and investment techniques that may be used by the Fund and certain Acquired Funds from time to time. Generally, the characteristics and risks of securities and investment techniques that may be used by the Acquired Funds from time to time are similar to those described below. However, the risks associated with an Acquired Fund's investments are described more fully in each Acquired Fund's prospectus. Accordingly, please see an Acquired Fund's prospectus for a more complete description of the Acquired Fund and the risks associated with its investments.

Most of the securities and investment techniques described herein are discretionary, which means that PIMCO, or in the case of a fund that is not managed by PIMCO, such fund's investment adviser and sub-adviser, as applicable, can decide whether to use them or not. This prospectus does not attempt to disclose all of the various types of securities and investment techniques that may be used by the Fund or Acquired Funds. As with any mutual fund, investors in the Fund rely on the professional investment judgment and skill of PIMCO and the individual portfolio managers. Please see "Investment Objectives and Policies" in the Statement of Additional Information for more detailed information about the securities and investment techniques described in this section and about other strategies and techniques that may be used by the Fund.

Investment Selection

In selecting investments for the Fund, PIMCO develops an outlook for interest rates, currency exchange rates and the economy, analyzes credit and call risks, and uses other investment selection techniques. The proportion of the Fund's assets committed to investments with particular characteristics (such as country of issue or domicile, currency, quality, sector, interest rate or maturity) varies based on PIMCO's outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

In selecting securities for an Underlying PIMCO Fund, PIMCO develops an outlook for interest rates, currency exchange rates and the economy; analyzes credit and call risks, and uses other security selection techniques. The proportion of the Underlying PIMCO Fund's assets committed to investment in securities with particular characteristics (such as country of issue or domicile, currency, quality, sector, interest rate or maturity) varies based on PIMCO's outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

With respect to fixed income investing, PIMCO attempts to identify areas of the bond market that are undervalued relative to the rest of the market. PIMCO identifies these areas by grouping Fixed Income Instruments into sectors such as money markets, governments, corporates, mortgages, asset-backed and international. In seeking to identify undervalued currencies, PIMCO may consider many factors, including but not limited to longer-term analysis of relative interest rates, inflation rates, real exchange rates, purchasing power parity, trade account balances and current account balances, as well as other factors that influence exchange rates such as flows, market technical trends and government policies. Sophisticated proprietary software then assists in evaluating sectors and pricing specific investments. Once investment opportunities are identified, PIMCO will shift assets among sectors depending upon changes in relative valuations, credit spreads and other factors. There is no guarantee that PIMCO's investment selection techniques will produce the desired results.

Investors should be aware that the investments made by the Fund and the results achieved by the Fund at any given time are not expected to be the same as those made by other funds for which PIMCO acts as investment adviser, including funds with names, investment objectives and policies similar to the Fund.

Fixed Income Instruments

"Fixed Income Instruments," as used generally in this prospectus, includes:

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securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises ("U.S. Government Securities");

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corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

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mortgage-backed and other asset-backed securities;

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inflation-indexed bonds issued both by governments and corporations;

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structured notes, including hybrid or "indexed" securities and event-linked bonds;

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bank capital and trust preferred securities;

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loan participations and assignments;

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delayed funding loans and revolving credit facilities;

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bank certificates of deposit, fixed time deposits and bankers' acceptances;

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repurchase agreements on Fixed Income Instruments and reverse repurchase agreements on Fixed Income Instruments;

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debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

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obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and

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obligations of international agencies or supranational entities.

Securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury.

The Fund, to the extent permitted under the 1940 Act, or exemptive relief therefrom, may invest in derivatives based on Fixed Income Instruments.

Duration

Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates. The longer a security's duration, the more sensitive it will be to changes in interest rates. Similarly, 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. By way of example, the price of a bond fund with an average duration of five years would be expected to fall approximately 5% if interest rates rose by one percentage point. Conversely, the price of a bond fund with an average duration of negative three years would be expected to rise approximately 3% if interest rates rose by one percentage point. The maturity of a security, another commonly used measure of price sensitivity, measures only the time until final payment is due, whereas duration takes into account the pattern of all payments of interest and principal on a security over time, including how these payments are affected by prepayments and by changes in interest rates, as well as the time until an interest rate is reset (in the case of variable-rate securities). PIMCO uses an internal model for calculating duration, which may result in a different value for the duration of an index compared to the duration calculated by the index provider or another third party.

U.S. Government Securities

U.S. Government Securities are obligations of, or guaranteed by, the U.S. Government, its agencies or government-sponsored enterprises. The U.S. Government does not guarantee the NAV of the Fund's shares. U.S. Government Securities are subject to market and interest rate risk, as well as varying degrees of credit risk. Some U.S. Government Securities are issued or guaranteed by the U.S. Treasury and are supported by the full faith and credit of the United States. Other types of U.S. Government Securities are supported by the full faith and credit of the United States (but not issued by the U.S. Treasury). These securities may have less credit risk than U.S. Government Securities not supported by the full faith and credit of the United States. Such other types of U.S. Government Securities are: (1) supported by the ability of the issuer to borrow from the U.S. Treasury; (2) supported only by the credit of the issuing agency, instrumentality or government-sponsored corporation; or (3) supported by the United States in some other way. These securities may be subject to greater credit risk. U.S. Government Securities include zero coupon securities, which tend to be subject to greater market risk than interest-paying securities of similar maturities.

Securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.  Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government.

Municipal Bonds

Municipal Bonds are generally issued by states and local governments and their agencies, authorities and other instrumentalities. Municipal Bonds are subject to interest rate, credit and market risk. The ability of an issuer to make payments could be affected by litigation, legislation or other political events or the bankruptcy of the issuer. Lower rated Municipal Bonds are subject to greater credit and market risk than higher quality Municipal Bonds. The types of Municipal Bonds in which the Fund may invest include municipal lease obligations, municipal general obligation bonds, municipal cash equivalents, and pre-refunded and escrowed to maturity municipal bonds. The Fund may also invest in industrial development bonds, which are Municipal Bonds issued by a government agency on behalf of a private sector company and, in most cases, are not backed by the credit of the issuing municipality and may therefore involve more risk. The Fund may also invest in securities issued by entities whose underlying assets are Municipal Bonds.

Pre-refunded Municipal Bonds are tax-exempt bonds that have been refunded to a call date on or before the final maturity of principal and remain outstanding in the municipal market. The payment of principal and interest of the pre-refunded Municipal Bonds held by the Fund is funded from securities in a designated escrow account that holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies and instrumentalities ("Agency Securities")). As the payment of principal and interest is generated from securities held in a designated escrow account, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the pre-refunded Municipal Bond do not guarantee the price movement of the bond before maturity. Investment in pre-refunded Municipal Bonds held by the Fund may subject the Fund to interest rate risk, market risk and credit risk. In addition, while a secondary market exists for pre-refunded Municipal Bonds, if the Fund sells pre-refunded Municipal Bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale.

The Fund may invest, without limitation, in residual interest bonds ("RIBs"), which brokers create by depositing a municipal bond in a trust. The trust in turn issues a variable rate security and RIBs. The interest rate for the variable rate security is determined by the remarketing broker-dealer, while the RIB holder receives the balance of the income from the underlying municipal bond. The market prices of RIBs may be highly sensitive to changes in market rates and may decrease significantly when market rates increase.

In a transaction in which the Fund purchases a RIB from a trust, and the underlying Municipal Bond was held by the Fund prior to being deposited into the trust, the Fund treats the transaction as a secured borrowing for financial reporting purposes. As a result, the Fund will incur a non-cash interest expense with respect to interest paid by the trust on the variable rate securities, and will recognize additional interest income in an amount directly corresponding to the non-cash interest expense. Therefore, the Fund's NAV per share and performance are not affected by the non-cash interest expense. This accounting treatment does not apply to RIBs acquired by the Fund where the Fund did not previously own the underlying Municipal Bond.

Mortgage-Related and Other Asset-Backed Securities

Mortgage-related securities include mortgage pass-through securities, collateralized mortgage obligations ("CMOs"), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities ("SMBSs") and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property.

The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related security generally will decline; however, when interest rates are declining, the value of mortgage-related securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the market's perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that guarantors or insurers will meet their obligations.

One type of SMBS has one class receiving all of the interest from the mortgage assets (the interest-only, or "IO" class), while the other class will receive all of the principal (the principal-only, or "PO" class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund's yield to maturity from these securities. The Fund may invest up to 5% of its total assets in any combination of mortgage-related or other asset backed IO, PO, or inverse floater securities.

The Fund may invest in each of collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs"), other collaterized debt obligations ("CDOs") and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high-risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. The Fund may invest in other asset-backed securities that have been offered to investors.

Loan Participations and Assignments

The Fund may invest in fixed- and floating-rate loans, which investments generally will be in the form of loan participations and assignments of portions of such loans. Participations and assignments involve special types of risk, including credit risk, interest rate risk, liquidity risk, and the risks of being a lender. If the Fund purchases a participation, it may only be able to enforce its rights through the lender, and may assume the credit risk of the lender in addition to the borrower.

Corporate Debt Securities

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 maturities tend to be more sensitive to interest rate movements than those with shorter maturities.

Bank Capital Securities and Trust Preferred Securities

There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

Trust preferred securities have the characteristics of both subordinated debt and preferred stock. The primary advantage of the structure of trust preferred securities is that they are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements. Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. The market value of trust preferred securities may be more volatile than those of conventional debt securities. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.

High Yield Securities

Securities rated lower than Baa by Moody's, or equivalently rated by S&P or Fitch, are sometimes referred to as "high yield securities" or "junk bonds." Investing in these 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. Issuers of securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. The Fund may invest in securities that are in default with respect to the payment of interest or repayment of principal, or present an imminent risk of default with respect to such payments.

Variable and Floating Rate Securities

Variable and floating rate securities are securities that pay interest at rates that adjust whenever a specified interest rate changes and/or that reset on predetermined dates (such as the last day of a month or calendar quarter). The Fund may invest in floating rate debt instruments ("floaters") and engage in credit spread trades. Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. The Fund may also invest in inverse floating rate debt instruments ("inverse floaters"). An inverse floater may exhibit greater price volatility than a fixed rate obligation of similar credit quality. The Fund may invest up to 5% of its total assets in any combination of mortgage-related or other asset-backed IO, PO or inverse floater securities. Additionally, the Fund may also invest, without limitation, in RIBs.

Inflation-Indexed Bonds

Inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, which are more fully described below) are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds) will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

TIPS may also be divided into individual zero-coupon instruments for each coupon or principal payment (known as "iSTRIPS"). An iSTRIP of the principal component of a TIPS issue will retain the embedded deflation floor that will allow the holder of the security to receive the greater of the original principal or inflation-adjusted principal value at maturity. iSTRIPS may be less liquid than conventional TIPS because they are a small component of the TIPS market.

Municipal inflation-indexed securities are municipal bonds that pay coupons based on a fixed rate plus CPI. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation. At the same time, the value of municipal inflation-indexed securities and such corporate inflation-indexed securities generally will not increase if the rate of inflation decreases. Because municipal inflation-indexed securities and corporate inflation-indexed securities are a small component of the municipal bond and corporate bond markets, respectively, they may be less liquid than conventional municipal and corporate bonds.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Event-Linked Exposure

The Fund may obtain event-linked exposure by investing in "event-linked bonds" or "event-linked swaps" or by implementing "event-linked strategies." Event-linked exposure results in gains or losses that typically are contingent, or formulaically related to defined trigger events. Examples of trigger events include hurricanes, earthquakes, weather-related phenomena, or statistics relating to such events. Some event-linked bonds are commonly referred to as "catastrophe bonds." If a trigger event occurs, the Fund may lose a portion or its entire principal invested in the bond or notional amount on a swap. Event-linked exposure often provides for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked exposure may also expose the Fund to certain unanticipated risks including credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked exposures may also be subject to liquidity risk.

Convertible and Equity Securities

Common stock represents equity ownership in a company and typically provides the common stockholder the power to vote on certain corporate actions, including the election of the company's directors. Common stockholders participate in company profits through dividends and, in the event of bankruptcy, distributions, on a pro-rata basis after other claims are satisfied. Many factors affect the value of common stock, including earnings, earnings forecasts, corporate events and factors impacting the issuer's industry and the market generally. Common stock generally has the greatest appreciation and depreciation potential of all corporate securities.

The Fund may invest in convertible securities and equity 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 a stated price or 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. Convertible securities may be lower-rated securities subject to greater levels of credit risk. The 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.

"Synthetic" convertible securities are selected based on the similarity of their economic characteristics to those of a traditional convertible security due to the combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security ("income-producing component") and the right to acquire an equity security ("convertible component"). The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. A simple example of a synthetic convertible security is the combination of a traditional corporate bond with a warrant to purchase equity securities of the issuer of the bond. The Fund may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. The income-producing and convertible components of a synthetic convertible security may be issued separately by different issuers and at different times.

Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company's preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company's financial condition or prospects.

While some countries or companies may be regarded as favorable investments, pure fixed income opportunities may be unattractive or limited due to insufficient supply, or legal or technical restrictions. In such cases, the Fund may consider convertible securities or equity securities to gain exposure to such investments.

While certain Underlying PIMCO Funds will generally invest in equity derivatives, each such Underlying PIMCO Fund may invest without limit directly in equity securities, including common stocks, preferred stocks and convertible securities. In addition, the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, each an Underlying PIMCO Fund, may invest in equity securities of issuers in commodity-related industries, and the PIMCO RealEstateRealReturn Strategy Fund, an Underlying PIMCO Fund, may invest in REITs and equity securities of issuers in real estate-related industries. The Fund may also invest directly in equity securities. When investing directly in equity securities, the Fund will not be limited to only those equity securities with any particular weighting in the Fund's benchmark indexes, if any.

At times, in connection with the restructuring of a preferred stock or Fixed Income Instrument either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Fund may determine or be required to accept equity securities, such as common stocks, in exchange for all or a portion of a preferred stock or Fixed Income Instrument. Depending upon, among other things, PIMCO's evaluation of the potential value of such securities in relation to the price that could be obtained by the Fund at any given time upon sale thereof, the Fund may determine to hold such securities in its portfolio.

Equity securities generally have greater price volatility than fixed income securities. The market price of equity securities owned by the Fund may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The value of an equity security may also decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services.

Foreign (Non-U.S.) Securities

The Fund may invest in securities and instruments that are economically tied to foreign (non-U.S.) countries. PIMCO generally considers an instrument to be economically tied to a non-U.S. country if the issuer is a foreign government (or any political subdivision, agency, authority or instrumentality of such government), or if the issuer is organized under the laws of a non-U.S. country. The Fund's investments in foreign securities may include American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") and similar securities that represent interests in non-U.S. companies securities that have been deposited with a bank or trust and that trade on a U.S. exchange or over-the-counter. ADRs, EDRs and GDRs may be less liquid or may trade at a different price than the underlying securities of the issuer. In the case of certain money market instruments, such instruments will be considered economically tied to a non-U.S. country if either the issuer or the guarantor of such money market instrument is organized under the laws of a non-U.S. country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to non-U.S. countries if the underlying assets are foreign currencies (or baskets or indexes of such currencies), or instruments or securities that are issued by foreign governments or issuers organized under the laws of a non-U.S. country (or if the underlying assets are certain money market instruments, if either the issuer or the guarantor of such money market instruments is organized under the laws of a non-U.S. country).

Investing in foreign (non-U.S.) securities involves special risks and considerations not typically associated with investing in U.S. securities. Investors should consider carefully the substantial risks involved for the Fund because it invests in securities issued by foreign companies and governments of foreign countries. These risks include: differences in accounting, auditing and financial reporting standards; generally higher commission rates on foreign portfolio transactions; the possibility of nationalization, expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; and political instability. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rates of inflation, capital reinvestment, resources, self-sufficiency and balance of payments position. The securities markets, values of securities, yields and risks associated with foreign (non-U.S.) securities markets may change independently of each other. Also, foreign (non-U.S.) securities and dividends and interest payable on those securities may be subject to foreign taxes, including taxes withheld from payments on those securities. Foreign (non-U.S.) securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Investments in foreign (non-U.S.) securities may also involve higher custodial costs than domestic investments and additional transaction costs with respect to foreign currency conversions. Changes in foreign exchange rates also will affect the value of securities denominated or quoted in foreign currencies.

The Fund also may invest in sovereign debt issued by governments, their agencies or instrumentalities, or other government-related entities. Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. In addition, there is no bankruptcy proceeding by which defaulted sovereign debt may be collected.

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Emerging Market Securities. The Fund may invest in securities and instruments that are economically tied to emerging market countries. PIMCO generally considers an instrument to be economically tied to an emerging market country if the security's "country of exposure" is an emerging market country, as determined by the criteria set forth below. Alternatively, such as when a "country of exposure" is not available or when PIMCO believes the following tests more accurately reflect which country the security is economically tied to, PIMCO may consider an instrument to be economically tied to an emerging market country if the issuer or guarantor is a government of an emerging market country (or any political subdivision, agency, authority or instrumentality of such government), if the issuer or guarantor is organized under the laws of an emerging market country, or if the currency of settlement of the security is a currency of an emerging market country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to emerging market countries if the underlying assets are currencies of emerging market countries (or baskets or indexes of such currencies), or instruments or securities that are issued or guaranteed by governments of emerging market countries or by entities organized under the laws of emerging market countries. A security's "country of exposure" is determined by PIMCO using certain factors provided by a third-party analytical service provider. The factors are applied in order such that the first factor to result in the assignment of a country determines the "country of exposure." The factors, listed in the order in which they are applied, are: (i) if an asset-backed or other collateralized security, the country in which the collateral backing the security is located, (ii) if the security is guaranteed by the government of a country (or any political subdivision, agency, authority or instrumentality of such government), the country of the government or instrumentality providing the guarantee, (iii) the "country of risk" of the issuer, (iv) the "country of risk" of the issuer's ultimate parent, or (v) the country where the issuer is organized or incorporated under the laws thereof. "Country of risk" is a separate four-part test determined by the following factors, listed in order of importance: (i) management location, (ii) country of primary listing, (iii) sales or revenue attributable to the country, and (iv) reporting currency of the issuer. PIMCO has broad discretion to identify countries that it considers to qualify as emerging markets. In making investments in emerging market securities, the Fund emphasizes those countries with relatively low gross national product per capita and with the potential for rapid economic growth. Emerging market countries are generally located in Asia, Africa, the Middle East, Latin America and Eastern Europe. PIMCO will select the country and currency composition based on its evaluation of relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and any other specific factors it believes to be relevant.

Investing in emerging market securities imposes risks different from, or greater than, risks of investing in domestic securities or in foreign, developed countries. These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; possible repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

Additional risks of emerging market securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.

The Fund may invest in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with a debt restructuring. Investments in Brady Bonds may be viewed as speculative. Brady Bonds acquired by a Fund may be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to realize a loss of interest or principal on any of its holdings of relevant Brady Bonds.

Foreign (Non-U.S.) Currencies

A Fund that invests directly in foreign currencies or in securities that trade in, or receive revenues in, foreign (non-U.S.) currencies will be subject to currency risk. Foreign currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates also can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments. Currencies in which the Fund's assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Fund.

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Foreign Currency Transactions. Funds that invest in securities denominated in foreign (non-U.S.) currencies may engage in foreign currency transactions on a spot (cash) basis, enter into forward foreign currency exchange contracts and invest in foreign currency futures contracts and options on foreign currencies and futures. A forward foreign currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, reduces the Fund's exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. Certain foreign currency transactions may also be settled in cash rather than the actual delivery of the relevant currency. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. A contract to sell a foreign currency would limit any potential gain which might be realized if the value of the hedged currency increases. The Fund may enter into these contracts to hedge against foreign exchange risk, to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. Suitable hedging transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for the Fund to benefit from favorable fluctuations in relevant foreign currencies. The Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated. The Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with the procedures established by the Board of Trustees (or, as permitted by applicable law, enter into certain offsetting positions) to cover its obligations under forward foreign currency exchange contracts entered into for non-hedging purposes.

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Redenomination. Continuing uncertainty as to the status of the euro and the European Monetary Union (the "EMU") has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets and on the values of the Fund's portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, the Fund's investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to currency risk, liquidity risk and risk of improper valuation to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain EMU-related investments, or should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities.

There can be no assurance that if the Fund earns income or capital gains in a non-U.S. country or PIMCO otherwise seeks to withdraw the Fund's investments from a given country, capital controls imposed by such country will not prevent, or cause significant expense in, doing so.

Repurchase Agreements

The Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer, which agrees to repurchase the security at the Fund's cost plus interest within a specified time. If the party agreeing to repurchase should default, the Fund will seek to sell the securities which it holds. This could involve procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements maturing in more than seven days and which may not be terminated within seven days at approximately the amount at which the Fund has valued the agreements are considered illiquid securities.

Reverse Repurchase Agreements, Dollar Rolls and Other Borrowings

The Fund may enter into reverse repurchase agreements and dollar rolls, subject to the Fund's limitations on borrowings. A reverse repurchase agreement involves the sale of a security by the Fund and its agreement to repurchase the instrument at a specified time and price. A dollar roll is similar except that the counterparty is not obligated to return the same securities as those originally sold by the Fund but only securities that are "substantially identical." Reverse repurchase agreements and dollar rolls may be considered borrowing for some purposes. The Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees to cover its obligations under reverse repurchase agreements and dollar rolls. Reverse repurchase agreements, dollar rolls and other forms of borrowings may create leveraging risk for the Fund.

The Fund may borrow money to the extent permitted under the 1940 Act. This means that, in general, the Fund may borrow money from banks for any purpose in an amount up to 1/3 of the Fund's total assets, less all liabilities and indebtedness not represented by senior securities. The Fund may also borrow money for temporary administrative purposes in an amount not to exceed 5% of the Fund's total assets.

Derivatives

The Fund may, but is not required to, use derivative instruments for risk management purposes or as part of its investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, spreads between different interest rates, currencies or currency exchange rates, commodities, and related indexes. Examples of derivative instruments include options contracts, futures contracts, options on futures contracts and swap agreements (including, but not limited to, credit default swaps and swaps on exchange-traded funds). The Fund may invest some or all of its assets in derivative instruments. A portfolio manager may decide not to employ any of these strategies and there is no assurance that any derivatives strategy used by the Fund will succeed. A description of these and other derivative instruments that the Fund may use are described under "Investment Objectives and Policies" in the Statement of Additional Information.

The Fund's use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Certain derivative transactions may have a leveraging effect on the Fund. For example, a small investment in a derivative instrument may have a significant impact on the Fund's exposure to interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivative instrument may cause an immediate and substantial loss or gain. The Fund may engage in such transactions regardless of whether the Fund owns the asset, instrument or components of the index underlying the derivative instrument. The Fund may invest a significant portion of its assets in these types of instruments. If it does, the Fund's investment exposure could far exceed the value of its portfolio securities and its investment performance could be primarily dependent upon securities it does not own. A description of various risks associated with particular derivative instruments is included in "Investment Objectives and Policies" in the Statement of Additional Information. The following provides a more general discussion of important risk factors relating to all derivative instruments that may be used by the Fund.

Management Risk. Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

Credit Risk. The use of many derivative instruments involves the risk that a loss may be sustained as a result of the failure of another party to the contract (usually referred to as a "counterparty") to make required payments or otherwise comply with the contract's terms. Additionally, credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.

Liquidity Risk. Liquidity risk exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Leverage Risk. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. When the Fund uses derivatives for leverage, investments in that Fund will tend to be more volatile, resulting in larger gains or losses in response to market changes. To limit leverage risk, the Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under derivative instruments.

Lack of Availability. Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a portfolio manager may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. There is no assurance that the Fund will engage in derivatives transactions at any time or from time to time. The Fund's ability to use derivatives may also be limited by certain regulatory and tax considerations.

Market and Other Risks. Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to the Fund's interest. If a portfolio manager incorrectly forecasts the values of securities, currencies or interest rates or other economic factors in using derivatives for the Fund, the Fund might have been in a better position if it had not entered into the transaction at all. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. The Fund may also have to buy or sell a security at a disadvantageous time or price because the Fund is legally required to maintain offsetting positions or asset coverage in connection with certain derivatives transactions.

Other risks in using derivatives include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indexes. Many derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. Also, the value of derivatives may not correlate perfectly, or at all, with the value of the assets, reference rates or indexes they are designed to closely track. For example, a swap agreement on an exchange traded fund would not correlate perfectly with the index upon which the exchange traded fund is based because the fund's return is net of fees and expenses. In addition, the Fund's use of derivatives may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if the Fund had not used such instruments.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds. In light of certain revenue rulings and private letter rulings issued by the IRS, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds," the Underlying PIMCO Funds will seek to gain exposure to the commodity markets primarily through investments in leveraged or unleveraged commodity index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices, and through investments in their respective Subsidiary (as discussed below). The Underlying PIMCO Funds may also invest in commodity-linked notes with principal and/or coupon payments linked to the value of particular commodities or commodity futures contracts, or a subset of commodities and commodities futures contracts. These notes are sometimes referred to as "structured notes" because the terms of these notes may be structured by the issuer and the purchaser of the note. The value of these notes will rise or fall in response to changes in the underlying commodity, commodity futures contract, subset of commodities, subset of commodities futures contracts or commodity index.

These notes expose the Underlying PIMCO Funds economically to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. In addition, these notes are often leveraged, increasing the volatility of each note's market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Underlying PIMCO Fund may receive more or less principal than it originally invested. The Underlying PIMCO Funds might receive interest payments on the note that are more or less than the stated coupon interest payments.

The Underlying PIMCO Funds may also invest in other commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures. The value of a commodity-linked derivative investment generally is based upon the price movements of a physical commodity (such as energy, mineral, or agricultural products), a commodity futures contract, a subset of commodities, a subset of commodities futures contracts or commodity index, or other economic variable based upon changes in the value of commodities or the commodities markets. Swap transactions are privately negotiated agreements between an Underlying PIMCO Fund and a counterparty to exchange or swap investment cash flows or assets at specified intervals in the future. The obligations may extend beyond one year. Currently, some, but not all, swap transactions are subject to central clearing. Eventually, many swap transactions will be centrally cleared and exchange-traded. Swap transactions that are not centrally cleared and exchange traded may be less liquid than exchange-traded instruments.

As described below under "Characteristics and Risks of Securities and Investment Techniques-Investments in Wholly-Owned Subsidiary," each Underlying PIMCO Fund may gain exposure to commodity markets by investing in its respective Subsidiary. It is expected that the Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures.

The IRS issued a revenue ruling that limits the extent to which the Underlying PIMCO Funds may invest directly in commodity linked swaps or certain other commodity-linked derivatives. Each Subsidiary, on the other hand, may invest in these commodity-linked derivatives without limitation. See "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds" above for further information.

Investments in a Wholly-Owned Subsidiary

Investments in its respective Subsidiary are expected to provide the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund with exposure to the commodity markets within the limitations of the Subchapter M of the Code and recent IRS revenue rulings, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds."

It is expected that each Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures, backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. Although the Underlying PIMCO Funds may enter into these commodity-linked derivative instruments directly, each Underlying PIMCO Fund will likely gain exposure to these derivative instruments indirectly by investing in its respective Subsidiary. To the extent that PIMCO believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, each Underlying PIMCO Fund's investment in its Subsidiary will likely increase. Each Subsidiary will also invest in inflation indexed securities and other Fixed Income Instruments, which are intended to serve as margin or collateral for the Subsidiary's derivatives position, common and preferred stocks as well as convertible securities of issuers in commodity-related industries, collateralized debt obligations, event-linked bonds and event-linked swaps.

To the extent that the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund invests in its respective Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in this prospectus. While each Subsidiary may be considered similar to an investment company, it is not registered under the 1940 Act and, unless otherwise noted in the prospectus, is not subject to all the investor protections of the 1940 Act. Investments in its respective Subsidiary are expected to provide the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund with exposure to the commodity markets within the limitations of the Subchapter M of the Code and recent IRS revenue rulings, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds." It is expected that each Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures, backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. Although the Underlying PIMCO Funds may enter into these commodity-linked derivative instruments directly, each Underlying PIMCO Fund will likely gain exposure to these derivative instruments indirectly by investing in its respective Subsidiary. To the extent that PIMCO believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, each Underlying PIMCO Fund's investment in its Subsidiary will likely increase. Each Subsidiary will also invest in inflation indexed securities and other Fixed Income Instruments, which are intended to serve as margin or collateral for the Subsidiary's derivatives position, common and preferred stocks as well as convertible securities of issuers in commodity-related industries, collateralized debt obligations, event-linked bonds and event-linked swaps. To the extent that a Underlying PIMCO Fund invests in its Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in this prospectus.

While each Subsidiary may be considered similar to an investment company, it is not registered under the 1940 Act and, unless otherwise noted in the prospectus, is not subject to all of the investor protections of the 1940 Act. In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund and/or each Subsidiary to operate as described in this prospectus and the Statement of Additional Information and could adversely affect the Underlying PIMCO Funds.

Real Estate Investment Trusts (REITs)

REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. Some REITs also finance real estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. Therefore, REITs tend to pay higher dividends than other issuers.

REITs can be divided into three basic types: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their assets directly in real property. They derive their income primarily from rents received and any profits on the sale of their properties. Mortgage REITs invest the majority of their assets in real estate mortgages and derive most of their income from mortgage interest payments. As its name suggests, Hybrid REITs combine characteristics of both Equity REITs and Mortgage REITs.

An investment in a REIT, or in a real estate linked derivative instrument linked to the value of a REIT, is subject to the risks that impact the value of the underlying properties of the REIT. These risks include loss to casualty or condemnation, and changes in supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Other factors that may adversely affect REITs include poor performance by management of the REIT, changes to the tax laws, or failure by the REIT to qualify for tax-free distribution of income. REITs are also subject to default by borrowers and self-liquidation, and are heavily dependent on cash flow. Some REITs lack diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Mortgage REITs may be impacted by the quality of the credit extended.

Exchange-Traded Notes (ETNs)

ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day's market benchmark or strategy factor.

ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuer's credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer's credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. A Fund's decision to sell its ETN holdings may be limited by the availability of a secondary market. ETNs are also subject to tax risk. The IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs. There may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.

Delayed Funding Loans and Revolving Credit Facilities

The Fund may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring the Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company's financial condition makes it unlikely that such amounts will be repaid). To the extent that the Fund is committed to advance additional funds, it will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees in an amount sufficient to meet such commitments. Delayed funding loans and revolving credit facilities are subject to credit, interest rate and liquidity risk and the risks of being a lender.

When-Issued, Delayed Delivery and Forward Commitment Transactions

The Fund may purchase or sell securities which it is eligible to purchase or sell on a when-issued basis, may purchase and sell such securities for delayed delivery and may make contracts to purchase or sell such securities for a fixed price at a future date beyond normal settlement time (forward commitments). When-issued transactions, delayed delivery purchases and forward commitments involve a risk of loss if the value of the securities declines prior to the settlement date. This risk is in addition to the risk that the Fund's other assets will decline in value. Therefore, these transactions may result in a form of leverage and increase the Fund's overall investment exposure. Typically, no income accrues on securities the Fund has committed to purchase prior to the time delivery of the securities is made, although the Fund may earn income on securities it has segregated or "earmarked" to cover these positions. When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future gains or losses with respect to the security. If the other party to a transaction fails to pay for the securities, the Fund could realize a loss. Additionally, when selling a security on a when-issued, delayed delivery or forward commitment basis without owning the security, the Fund will incur a loss if the security's price appreciates in value such that the security's price is above the agreed-upon price on the settlement date.

Investment in Other Investment Companies

The Fund may invest in Underlying PIMCO Funds and, to the extent permitted by the 1940 Act or exemptive relief therefrom, other affiliated and unaffiliated funds, which may or may not be registered under the 1940 Act, such as open-end or closed-end management investment companies, exchange traded funds and exchange-traded vehicles. Each Underlying PIMCO Fund may invest in securities of other investment companies, such as open-end or closed-end management investment companies, including exchange-traded funds, or in pooled accounts, or other unregistered accounts or investment vehicles to the extent permitted by the 1940 Act and the rules and regulations thereunder and any exemptive relief therefrom. The Fund may invest in other investment companies to gain broad market or sector exposure, including during periods when it has large amounts of uninvested cash or when PIMCO believes share prices of other investment companies offer attractive values.

The Fund and each Underlying PIMCO Fund may invest in certain money market funds and/or short-term bond funds ("Central Funds"), to the extent permitted by the 1940 Act, the rules thereunder or exemptive relief therefrom. The Central Funds are registered investment companies created for use solely by the series of the Trust, PIMCO Funds, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT, other series of registered investment companies advised by PIMCO, in connection with their cash management activities. The main investments of the Central Funds are money market instruments and short maturity Fixed Income Instruments. The Central Funds may incur expenses related to their investment activities, but do not pay investment advisory or supervisory and administrative fees to PIMCO.

Subject to the restrictions and limitations of the 1940 Act, the Fund may, in the future, elect to pursue its investment objective by investing in one or more underlying investment vehicles or companies that have substantially similar investment objectives and policies as the Fund.

Small-Cap and Mid-Cap Companies

The Fund may invest in equity securities of small-capitalization and mid-capitalization companies. The Fund considers a small-cap company to be a company with a market capitalization of up to $1.5 billion and a mid-cap company to be a company with a market capitalization of between $1.5 billion and $10 billion. Investments in small-cap and mid-cap companies involve greater risk than investments in large-capitalization companies. Small- and mid-cap companies may not have an established financial history, which can present valuation challenges. The securities of small- and mid-cap companies may be subject to increased market fluctuations, due to less liquid markets and more limited managerial and financial resources. The Fund's investment in small- and mid-cap companies may increase the volatility of the Fund's portfolio.

Short Sales

The Fund may make short sales as part of its overall portfolio management strategies or to offset a potential decline in value of a security. A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. Short sales expose the Fund to the risk that it will be required to acquire, convert or exchange securities to replace the borrowed securities (also known as "covering" the short position) at a time when the securities sold short have appreciated in value, thus resulting in a loss to the Fund. The Fund, when making a short sale (other than a "short sale against the box"), must segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees or otherwise cover its position in a permissible manner. The Fund may engage in short selling to the extent permitted by the 1940 Act and rules and interpretations thereunder and other federal securities laws. To the extent the Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

Illiquid Securities

The Fund may invest up to 15% of its net assets (taken at the time of investment) in illiquid securities. Certain illiquid securities may require pricing at fair value as determined in good faith under the supervision of the Board of Trustees. A portfolio manager may be subject to significant delays in disposing of illiquid securities, and transactions in illiquid securities may entail registration expenses and other transaction costs that are higher than those for transactions in liquid securities. The term "illiquid securities" for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities. Restricted securities, i.e., securities subject to legal or contractual restrictions on resale, may be illiquid. However, some restricted securities (such as securities issued pursuant to Rule 144A under the Securities Act of 1933, as amended, and certain commercial paper) may be treated as liquid, although they may be less liquid than registered securities traded on established secondary markets.

Loans of Portfolio Securities

For the purpose of achieving income, the Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Objectives and Policies" in the Statement of Additional Information for details. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The Fund may pay lending fees to a party arranging the loan. Cash collateral received by the Fund in securities lending transactions may be invested in short-term liquid fixed income instruments or in money market or short-term mutual funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. The Fund bears the risk of such investments.

Portfolio Turnover

The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as "portfolio turnover." When the portfolio manager deems it appropriate and particularly during periods of volatile market movements, the Fund may engage in frequent and active trading of portfolio securities to achieve its investment objective. Higher portfolio turnover (e.g., an annual rate greater than 100% of the average value of the Fund's portfolio) involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in realization of taxable capital gains, including short-term capital gains (which are generally taxed at ordinary income tax rates). The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund's performance. In addition to indirectly bearing the expenses associated with portfolio turnover of the Acquired Funds, the Fund will directly bear these expenses to the extent that it invests in other securities and instruments.

Temporary Defensive Strategies

For temporary or defensive purposes, the Fund may invest without limit in U.S. debt securities, including taxable securities and short-term money market securities, when PIMCO deems it appropriate to do so. When the Fund engages in such strategies, it may not achieve its investment objective.

Changes in Investment Objectives and Policies

The investment objective of the Fund is non-fundamental and may be changed by the Board of Trustees without shareholder approval. Unless otherwise stated, all other investment policies of the Fund may be changed by the Board of Trustees without shareholder approval.

Percentage Investment Limitations

Unless otherwise stated, all percentage limitations on Fund investments listed in this prospectus will apply at the time of investment. The Fund would not violate these limitations unless an excess or deficiency occurs or exists immediately after and as a result of an investment. The Fund has adopted a non-fundamental investment policy to invest at least 80% of its assets in investments suggested by its name. For purposes of this policy, the term "assets" means net assets plus the amount of borrowings for investment purposes.

Credit Ratings and Unrated Securities

Rating agencies are private services that provide ratings of the credit quality of fixed income securities, including convertible securities. Appendix A to this prospectus describes the various ratings assigned to fixed income securities by Moody's, S&P and Fitch. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks. Rating agencies may fail to make timely changes in credit ratings and an issuer's current financial condition may be better or worse than a rating indicates. PIMCO does not rely solely on credit ratings, and develops its own analysis of issuer credit quality.

The Fund may purchase unrated securities (which are not rated by a rating agency). Unrated securities may be less liquid than comparable rated securities and involve the risk that the portfolio manager may not accurately evaluate the security's comparative credit rating. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality fixed income securities. To the extent that the Fund invests in high yield and/or unrated securities, the Fund's success in achieving its investment objective may depend more heavily on the portfolio manager's creditworthiness analysis than if the Fund invested exclusively in higher-quality and rated securities.

Other Investments and Techniques

The Fund may invest in other types of securities and use a variety of investment techniques and strategies which are not described in this prospectus. These securities and techniques may subject the Fund to additional risks. Please see the Statement of Additional Information for additional information about the securities and investment techniques described in this prospectus and about additional securities and techniques that may be used by the Fund.

Descriptions of the Underlying PIMCO Funds

Because the Fund may invest its assets in some or all of the Underlying PIMCO Funds as discussed above and the Underlying PIMCO Funds are offered in a separate prospectus, the following provides a general description of the main investments and other information about the Underlying PIMCO Funds. At the discretion of PIMCO and without shareholder approval, the Fund may invest in additional Underlying PIMCO Funds created in the future. For a complete description of an Underlying PIMCO Fund, please see that Fund's Institutional Class or Class M prospectus, which is incorporated herein by reference and is available free of charge by telephoning the Trust at 888.87.PIMCO.

Category	Underlying PIMCO Fund	Main Investments	Duration	Credit Quality1	Non-U.S. Dollar Denominated Securities2
Short Duration	PIMCO Money Market	Money market instruments	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
	PIMCO Floating Income	Variable and floating-rate fixed income instruments and their economic equivalents	less than equal 1 year	Caa to Aaa; max 10% of total assets below B	No Limitation
	PIMCO Short Asset Investment	Short maturity fixed income instruments	less than equal 1.5 years	Baa to Aaa	0%
	PIMCO Short-Term	Money market instruments and short maturity fixed income instruments	less than equal 1 year	B to Aaa; max 10% of total assets below Baa	0-10% of total assets
	PIMCO Low Duration	Short maturity fixed income instruments	1-3 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Low Duration II	Short maturity fixed income instruments with quality and non-U.S. issuer restrictions	1-3 years	A to Aaa	0%
	PIMCO Low Duration III	Short maturity fixed income instruments with prohibitions on firms engaged in socially sensitive practices	1-3 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
Intermediate Duration	PIMCO Moderate Duration	Short and intermediate maturity fixed income securities	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO GNMA	Short and intermediate maturity mortgage-related fixed income securities issued by the Government National Mortgage Association	1-7 years	Baa to Aaa; max 10% of total assets below Aaa	0%
	PIMCO High Yield	Higher yielding fixed income securities	+/-2 years of its benchmark	Min 80% of assets below Baa; max 20% of total assets Caa or below	0-20% of total assets
	PIMCO High Yield Spectrum	High yielding fixed income securities	+/-1 year of its benchmark	No Limitation	No Limitation
	PIMCO Mortgage-Backed Securities	Short and intermediate maturity mortgage-related fixed income instruments	1-7 years	Baa to Aaa; max 10% of total assets below Aaa	0%
	PIMCO Senior Floating Rate	Portfolio of senior secured loans, senior corporate debt and other senior Fixed Income Instruments	+/-1 year of its benchmark	Max 5% of total assets below Caa	0-20% of total asset
	PIMCO Total Return	Intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Total Return II	Intermediate maturity fixed income instruments with quality and non-U.S. issuer restrictions	+/-2 years of its benchmark	Baa to Aaa	0%
	PIMCO Total Return III	Intermediate maturity fixed income instruments with prohibitions on firms engaged in socially sensitive practices	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Total Return IV	Diversified portfolio of Fixed Income Instruments of varying maturities	+/-1.5 years of its benchmark	Baa to Aaa	0-15% of total assets
	PIMCO Investment Grade Corporate Bond	Corporate fixed income securities	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
Long Duration	PIMCO Long Duration Total Return	Long-term maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Extended Duration	Long-term maturity fixed income instruments	+/-3 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Long-Term U.S. Government	Long-term maturity fixed income securities	greater than equal 8 years	A to Aaa	0%
	PIMCO Long-Term Credit	Long-term maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 20% of total assets below Baa	0-30% of total assets
Income	PIMCO Income	Broad range of fixed income instruments	2-8 years	Caa to Aaa; max 50% of total assets below Baa	No Limitation
Inflation-Related	PIMCO Real Return	Inflation-indexed fixed income instruments	+/-3 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Real Return Asset	Inflation-indexed fixed income securities	+/-4 years of its benchmark	B to Aaa; max 20% of total assets below Baa	0-30% of total assets
	PIMCO CommoditiesPLUS® Strategy	Commodity-linked derivative instruments backed by an actively managed low volatility	less than equal 1 year	Baa to Aaa; max 10% of total assets below A	0-10%
	PIMCO CommodityRealReturn Strategy®	Commodity-linked derivative instruments backed by a portfolio of inflation-indexed and other fixed income instruments	less than equal 10 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO RealEstateRealReturn Strategy	Real estate-linked derivative instruments backed by a portfolio of inflation-indexed and other fixed income instruments	less than equal 10 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Tax Managed Real Return	Investment grade municipal bonds (including pre-refunded municipal bonds) and inflation-indexed securities	less than equal 8 years for the fixed income portion of the Fund	Baa to Aaa	less than equal 5% of total assets
Tax Exempt	PIMCO California Short Duration Municipal Income	Short to intermediate maturity municipal securities (exempt from federal and California income tax)	less than equal 3 years	Caa to Aaa; max 10% of total assets below Baa	0%
	PIMCO California Municipal Bond	Municipal securities (exempt from federal and California income tax)	7-12 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO Short Duration Municipal Income	Short to intermediate maturity municipal securities (exempt from federal income tax)	less than equal 3 years	Baa to Aaa	0%
	PIMCO California Intermediate Municipal Bond	Intermediate maturity municipal securities (exempt from federal and California income tax)	3-7 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO Municipal Bond	Intermediate to long-term maturity municipal securities (exempt from federal income tax)	3-10 years	Ba to Aaa; max 10% of total assets below Baa	0%
	PIMCO National Intermediate Municipal Bond	Municipal securities (exempt from federal income tax)	3-9 years	Ba to Aaa; max 10% of total assets below Baa	0%
	PIMCO New York Municipal Bond	Intermediate to long-term maturity municipal securities (exempt from federal and New York income tax)	3-12 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO High Yield Municipal Bond	Intermediate to long-term maturity high yield municipal securities (exempt from federal income tax)	4-11 years	No Limitation	0%
International	PIMCO Emerging Markets Bond	Emerging market fixed income instruments	less than equal 8 years	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Emerging Markets Currency	Currencies or fixed income instruments denominated in currencies of non-U.S. countries	less than equal 8 years	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Foreign Bond (U.S. Dollar-Hedged)	Intermediate maturity hedged non-U.S. fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	greater than equal 80%3, of assets
	PIMCO Foreign Bond (Unhedged)	Intermediate maturity non-U.S. fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	greater than equal 80%3, of assets
	PIMCO Global Advantage Strategy Bond	U.S. and non-U.S. fixed income instruments	less than equal 8 years	Max 15% of total assets below B	No Limitation
	PIMCO Global Bond (U.S. Dollar-Hedged)	U.S. and hedged non-U.S. intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-20% of total assets
	PIMCO Global Bond (Unhedged)	U.S. and non-U.S. intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	No Limitation
	PIMCO Diversified Income	Investment grade corporate, high yield and emerging market fixed income instruments	3-8 years	Max 10% below B	No Limitation
	PIMCO Emerging Local Bond	Fixed income instruments denominated in currencies of non-U.S. countries	+/-2 years of its benchmark	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Emerging Markets Corporate Bond	Diversified portfolio of fixed income instruments economically tied to emerging market countries	less than equal 10 years	Max 20% of total assets below Ba	No Limitation
Convertible	PIMCO Convertible	Convertible securities	N/A	Max 20% of total assets below B	0-30% of total assets
Absolute Return	PIMCO Unconstrained Bond	Broad range of fixed income instruments	(-3) to 8 years	Max 40% of total assets below Baa	No Limitation
	PIMCO Unconstrained Tax Managed Bond	Broad range of fixed income instruments	(-3) to 10 years	Max 40% of total assets below Baa	0-50% of total assets
	PIMCO Credit Absolute Return	Broad range of fixed income instruments	0 to 6 years	Max 50% of total assets below B-	No Limitation
Domestic Equity-Related	PIMCO Fundamental Advantage Total Return Strategy	Long exposure to Enhanced RAFI® 1000 Index hedged by short exposure to the S&P 500 Index, backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	No Limitiation
	PIMCO Fundamental IndexPLUS® TR	Enhanced RAFI® 1000 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Small Cap StocksPLUS® TR	Russell 2000® Index derivatives backed by a diversified portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS® Long Duration	S&P 500 Index derivatives backed by a portfolio of actively managed long-term fixed income instruments	+/-2 years of Barclays Long-Term Government/ Credit Index4	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS® Total Return	S&P 500 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS®	S&P 500 Index derivatives backed by a portfolio of short-term fixed income instruments	less than equal 1 year	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Small Company Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Small Company Fundamental Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	Max 10% of total assets below Baa	No Limitation
	PIMCO Dividend and Income Builder	Diversified portfolio of income producing assets	N/A	N/A	No Limitation
	PIMCO EqS Dividend	Equity securities of attractively valued issuers that currently pay dividends	N/A	N/A	No Limitation
	PIMCO EqS Long/Short	Long and short exposure to equity securities	N/A	N/A	No Limitation
International Equity-Related	PIMCO EM Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Emerging Markets Fundamental Index® derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	No Limitiation
	PIMCO International StocksPLUS® TR Strategy (Unhedged)	Non-U.S. equity derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30%5, of total assets
	PIMCO International StocksPLUS® TR Strategy (U.S. Dollar Hedged)	Non-U.S. equity derivatives backed by a portfolio of fixed income instruments.	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30%5, of total assets
	PIMCO International Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Developed ex-U.S. Fundamental Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	Max 10% of total assets below Baa	No Limitation
	PIMCO EqS Emerging Markets	Diversified portfolio of investments economically tied to emerging market countries	N/A	N/A	No Limitation
	PIMCO EqS Pathfinder®	Equity securities of issuers that PIMCO believes are undervalued	N/A	N/A	No Limitiation
U.S. Government Securities	PIMCO Government Money Market	U.S. government securities	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
Treasury	PIMCO Treasury Money Market	U.S. treasury securities	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
Short Strategy	PIMCO CommoditiesPLUS® Short Strategy	Commodity-linked derivative instruments backed by an actively managed low volatility bond portfolio	less than equal 1 year	Baa to Aaa; max 10% of total asset below A	0-10%
	PIMCO StocksPLUS® TR Short Strategy	Short S&P 500 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total asset

¹ As rated by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality.

² Each Underlying PIMCO Fund (except the PIMCO California Intermediate Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO Government Money Market, PIMCO High Yield Municipal Bond, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Municipal Bond, PIMCO New York Municipal Bond, PIMCO Short Duration Municipal Income, PIMCO Total Return II and PIMCO Treasury Money Market Funds) may invest beyond these limits in U.S. dollar-denominated securities of non-U.S. issuers.

³ The percentage limitation relates to securities of non-U.S. issuers denominated in any currency.

⁴ The Barclays Long-Term Government/Credit Index is an unmanaged index of U.S. Government or investment grade credit securities having a maturity of 10 years or more.

⁵ Limitation with respect to the Underlying PIMCO Fund's fixed income investments. The Underlying PIMCO Fund may invest without limit in equity securities denominated in non- U.S. currencies.

Financial Highlights

Because the Fund has not operated for a full fiscal period as of the date of this prospectus, audited financial highlights are not available.

Appendix A
Description of Securities Ratings

The Fund's investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Moody's, S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality). The percentage of the Fund's assets invested in securities in a particular rating category will vary. The following terms are generally used to describe the credit quality of fixed income securities:

High Quality Debt Securities are those rated in one of the two highest rating categories (the highest category for commercial paper) or, if unrated, deemed comparable by PIMCO.

Investment Grade Debt Securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by PIMCO.

Below Investment Grade, High Yield Securities ("Junk Bonds") are those rated lower than Baa by Moody's, BBB by S&P or Fitch, and comparable securities. They are deemed predominately speculative with respect to the issuer's ability to repay principal and interest.

The following is a description of Moody's, S&P's and Fitch's rating categories applicable to fixed income securities.

Moody's Investors Service, Inc.

Long-Term Obligation Ratings
Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody's global scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Obligation Ratings
Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

US Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Obligation Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. VMIG rating expirations are a function of each issue's specific structural or credit features.

VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Standard & Poor's Ratings Services

Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:

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Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

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Nature of and provisions of the obligation;

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Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

Investment Grade
AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Speculative Grade
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.

C: A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

D: An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings
A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated 'B' is regarded as having significant speculative characteristics. Ratings of 'B-1', 'B-2', and 'B-3' may be assigned to indicate finer distinctions within the 'B' category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated 'B-1' is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-2: A short-term obligation rated 'B-2' is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3: A short-term obligation rated 'B-3' is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

C: A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Dual Ratings: Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').

Active Qualifiers (currently applied and/or outstanding)
i: This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The 'i' subscript indicates that the rating addresses the interest portion of the obligation only. The 'i' subscript will always be used in conjunction with the 'p' subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.

L: Ratings qualified with 'L' apply only to amounts invested up to federal deposit insurance limits.

p: This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The 'p' subscript indicates that the rating addresses the principal portion of the obligation only. The 'p' subscript will always be used in conjunction with the 'i' subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.

pi: Ratings with a 'pi' subscript are based on an analysis of an issuer's published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuer's management and therefore may be based on less comprehensive information than ratings without a 'pi' subscript. Ratings with a 'pi' subscript are reviewed annually based on a new year's financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuer's credit quality.

preliminary: Preliminary ratings, with the 'prelim' qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by Standard & Poor's of appropriate documentation. Standard & Poor's reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.

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Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.

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Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor's policies.

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Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor's emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s).

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Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor's opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities' obligations.

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Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor's would likely withdraw these preliminary ratings.

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A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.

sf: This subscript is assigned to all issues and issuers to which a regulation, such as the European Union Regulation on Credit Rating Agencies, requires the assignment of an additional symbol which distinguishes a structured finance instrument or obligor (as defined in the regulation) from any other instrument or obligor. The addition of this subscript to a credit rating does not change the definition of that rating or our opinion about the issue's or issuer's creditworthiness.

t: This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.

unsolicited: Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poor's and not at the request of the issuer or its agents.

Inactive Qualifiers (no longer applied or outstanding)
*: This symbol indicated continuance of the ratings is contingent upon Standard & Poor's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.

c: This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer's bonds are deemed taxable. Discontinued use in January 2001.

g: The letter 'g' followed the rating symbol when a fund's portfolio consisted primarily of direct U.S. government securities.

pr: The letters 'pr' indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.

q: A 'q' subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.

r: The 'r' modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an 'r' modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor's discontinued the use of the 'r' modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.

Local Currency and Foreign Currency Risks: Country risk considerations are a standard part of Standard & Poor's analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor's capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government's own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

Fitch, Inc.

Long-Term Credit Ratings

Investment Grade
AAA: Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. "AA" ratings denote expectations of low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. "A" ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB: Good credit quality. "BBB" ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

Speculative Grade
BB: Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B: Highly speculative. 'B' ratings indicate that material credit risk is present.

CCC: Substantial credit risk. 'CCC' ratings indicate that substantial credit risk is present.

CC: Very high levels of credit risk. 'CC' ratings indicate very high levels of credit risk.

C: Exceptionally high levels of credit risk. 'C' indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B.'

The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.

Recovery Ratings
Recovery Ratings are assigned to selected individual securities and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the 'B' rating category and below.

Among the factors that affect recovery rates for securities are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected value of the company or underlying collateral in distress.

The Recovery Rating scale is based upon the expected relative recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation or termination of the obligor or its associated collateral.

Recovery Ratings are an ordinal scale and do not attempt to precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially from historical averages.

RR1: Outstanding recovery prospects given default. 'RR1' rated securities have characteristics consistent with securities historically recovering 91%-100% of current principal and related interest.

RR2: Superior recovery prospects given default. 'RR2' rated securities have characteristics consistent with securities historically recovering 71%-90% of current principal and related interest.

RR3: Good recovery prospects given default. 'RR3' rated securities have characteristics consistent with securities historically recovering 51%-70% of current principal and related interest.

RR4: Average recovery prospects given default. 'RR4' rated securities have characteristics consistent with securities historically recovering 31%-50% of current principal and related interest.

RR5: Below average recovery prospects given default. 'RR5' rated securities have characteristics consistent with securities historically recovering 11%-30% of current principal and related interest.

RR6: Poor recovery prospects given default. 'RR6' rated securities have characteristics consistent with securities historically recovering 0%-10% of current principal and related interest.

Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in US public finance markets.

F1: Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2: Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F3: Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B: Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C: High short-term default risk. Default is a real possibility.

RD: Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D: Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.

INVESTMENT ADVISER AND ADMINISTRATOR

PIMCO, 840 Newport Center Drive, Newport Beach, CA 92660

DISTRIBUTOR

PIMCO Investments LLC, 1633 Broadway, New York, NY 10019

CUSTODIAN

State Street Bank & Trust Co., 801 Pennsylvania, Kansas City, MO 64105

TRANSFER AGENT

Boston Financial Data Services - Midwest, 330 W. 9th Street, 5th Floor, Kansas City, MO 64105

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 1100 Walnut Street, Suite 1300, Kansas City, MO 64106-2197

LEGAL COUNSEL

Dechert LLP, 1775 I Street N.W., Washington, D.C. 20006-2401

For further information about the PIMCO Funds, call 888.87.PIMCO or visit our Web site at pimco.com/investments.

PIMCO FUNDS
840 Newport Center Drive
Newport Beach, CA 92660

The Trust's Statement of Additional Information ("SAI") includes additional information about the Fund. The SAI is incorporated by reference into this Prospectus, which means it is part of this Prospectus for legal purposes. The Fund's annual report, once available, will discuss the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

You may get free copies of any of these materials, request other information about the Fund, or make shareholder inquiries by calling the Trust at 888.87.PIMCO or PIMCO Infolink Audio Response Network at 1.800.987.4626, or by writing to:

PIMCO Funds
840 Newport Center Drive
Newport Beach, CA 92660

You may review and copy information about the Trust, including its SAI, at the Securities and Exchange Commission's public reference room in Washington, D.C. You may call the Commission at 1.202.551.8090 for information about the operation of the public reference room. You may also access reports and other information about the Trust on the EDGAR Database on the Commission's Web site at www.sec.gov. You may get copies of this information, with payment of a duplication fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-1520, or by e-mailing your request to publicinfo@sec.gov.

You can also visit our Web site at pimco.com/investments for additional information about the Fund, which is available for download free of charge.

Reference the Trust's Investment Company Act file number in your correspondence.

Investment Company Act File Number: 811-05028 [__]_[__]

Preliminary Prospectus

PIMCO Funds

The information in this prospectus is not complete and may be changed. Shares of the Fund may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

As with other mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense

Share Class:
A,C,R [__] Subject to Completion

Bond Fund	A	C	R
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]	[__]	[__]

Table of Contents

PIMCO Emerging Markets Full Spectrum Bond Fund

Investment Objective

The Fund seeks maximum total return, consistent with prudent investment management.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund:

Shareholder Fees (fees paid directly from your investment): None

	Class A	Class C	Class R
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	[__]	[__]	[__]
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the original purchase price or redemption price)	[__]	[__]	[__]

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

	Class A	Class C	Class R
Management Fees	[__]	[__]	[__]
Distribution and/or Service (12b-1) Fees	[__]	[__]	[__]
Other Expenses1	[__]	[__]	[__]
Acquired Fund Fees and Expenses2	[__]	[__]	[__]
Total Annual Fund Operating Expenses	[__]	[__]	[__]
Fee Waiver and/or Expense Reimbursement3,4	([__])	([__])	([__])
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	[__]	[__]	[__]

¹ "Other Expenses" reflect estimated organizational expenses for the Fund's first fiscal year.

² Acquired Fund Fees and Expenses are based on the estimated amounts for the Fund's first fiscal year.

³ PIMCO has contractually agreed, through [July 31, 2014], to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Class A, Class C and Class R shares, respectively (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees, plus such recoupment, do not exceed the Expense Limit.

⁴ PIMCO has contractually agreed, through [July 31, 2014], to waive, first, the advisory fee and, second, the supervisory and administrative fee it receives from the Fund in an amount equal to the expenses attributable to the Management Fees of Underlying PIMCO Funds indirectly incurred by the Fund in connection with its investments in Underlying PIMCO Funds, to the extent the Fund's Management Fees are greater than or equal to the Management Fees of the Underlying PIMCO Funds. This waiver renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term.

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

If you redeem your shares at the end of each period:

	1 Year	3 Years
Class A	$[__]	$[__]
Class C	$[__]	$[__]
Class R	$[__]	$[__]

If you do not redeem your shares:

	1 Year	3 Years
Class A	$[__]	$[__]
Class C	$[__]	$[__]
Class R	$[__]	$[__]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Example tables, affect the Fund's performance. The Fund has not yet commenced operations as of the most recent fiscal year end. Thus, no portfolio turnover rate is provided for the Fund.

Principal Investment Strategies

The Fund is designed to provide dynamic exposure to a broad range of emerging market fixed income asset classes, such as external debt obligations of sovereign, quasi-sovereign, and corporate entities; currencies, and local currency-denominated obligations of sovereigns, quasi-sovereigns, and corporate issuers. PIMCO uses a three-step active management approach in seeking to achieve the Fund's investment objective: 1) develop a target asset allocation to implement across the eligible investments; 2) identify additional opportunities for country and security selection designed to add value beyond the target asset allocation within each of the eligible investments; and 3) employ additional investment strategies designed to either mitigate or emphasize risks resulting from the implementation of the target asset allocation. This active management approach is driven by PIMCO's global macroeconomic views, emerging markets expertise and experience across a wide range of investment instruments. The Fund's assets are allocated in a manner that reflects PIMCO's views regarding the attractiveness of key investment risk factors, considering both return potential and volatility, and includes an assessment of aggregate country, issuer and currency exposures.

PIMCO evaluates these three steps daily and uses varying combinations of Acquired Funds (defined below) and/or direct investments in efforts to achieve the most efficient execution of PIMCO's investment views. Specifically, "Acquired Funds" refers to the following: funds of the Trust and funds of PIMCO Equity Series and PIMCO ETF Trust, affiliated open-end investment companies, except funds of funds ("Underlying PIMCO Funds") and other affiliated and unaffiliated funds in which the Fund may invest. Acquired Funds may or may not be registered under the Investment Company Act of 1940 (the "1940 Act"). To the extent Underlying PIMCO Funds of the Trust or PIMCO Equity Series are held, Institutional Class or Class M shares will be held. The Fund's investments may also include Fixed Income Instruments of varying maturities, forwards or derivatives, such as options, futures contracts or swap agreements. "Fixed Income Instruments" include bonds, debt securities and other similar instruments issued by various U.S. and non-U.S. public or private-sector entities. The Fund will invest in such funds, securities, instruments and other investments to the extent permitted under the 1940 Act, or any exemptive relief therefrom. The Fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.

The Fund invests under normal circumstances at least 80% of its assets in investments economically tied to emerging market countries and 80% of its assets in Fixed Income Instruments, which may be represented by direct or indirect (through an Acquired Fund) investments. The Fund may invest, without limitation, in securities denominated in foreign currencies and in U.S. dollar-denominated securities of foreign issuers. In addition, the Fund may invest in both investment-grade securities and high yield securities ("junk bonds") rated at least Caa by Moody's Investors Service, Inc. ("Moody's"), or equivalently rated by Standard & Poor's Rating Services ("S&P") or Fitch, Inc. ("Fitch"), or, if unrated, determined by PIMCO to be of comparable quality. The Fund's benchmark index is a blend of 50% JPMorgan Global Bond Index Emerging Markets- Global Diversified, 25% JPMorgan Emerging Markets Bond Index Global and 25% JPMorgan Corporate Emerging Market Bond Index Diversified (the "Benchmark"). The Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to between 20% and 80% of its assets. The average portfolio duration of this Fund normally varies within two years (plus or minus) of the portfolio duration of the securities comprising the Benchmark, as calculated by PIMCO, which as of [ ] was [ ] years. The Fund may purchase and sell securities on a when-issued, delayed delivery or forward commitment basis and may engage in short sales.

The Fund's assets are not allocated according to a predetermined blend of investment exposures or mix of instruments. PIMCO has the flexibility to reallocate the Fund's assets among any or all of the investment exposures represented by affiliated or unaffiliated funds, or invest directly in securities, instruments and other investments, based on its ongoing analyses of the global economy and financial markets. While these analyses are performed daily, material shifts in investment exposures typically take place over longer periods of time, unless in response to a perceived short-term opportunity or market dislocation. The "total return" sought by the Fund consists of income earned on the Fund's investments, plus capital appreciation, if any, which generally arises from decreases in interest rates, foreign currency appreciation, or improving credit fundamentals for a particular sector or security.

Additional information for the Underlying PIMCO Funds can be found in the Statement of Additional Information and/ or the Underlying PIMCO Funds' prospectuses and financial reports. Additional Underlying PIMCO Funds may be added or deleted in the future without shareholder notification.

Principal Risks

It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund include risks from direct investments and/or indirect exposure through investment in Acquired Funds. The principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return are:

Allocation Risk: the risk that a Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or reallocated

Acquired Fund Risk: the risk that a Fund's performance is closely related to the risks associated with the securities and other investments held by the Acquired Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Acquired Funds to achieve their investment objectives

Interest Rate Risk: the risk that fixed income securities will decline in value because of an increase 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

Credit Risk: the risk that the Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivative contract, is unable or unwilling to meet its financial obligations

High Yield Risk: the risk that high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer's continuing ability to make principal and interest payments

Distressed Company Risk: the risk that securities of distressed companies may be subject to greater levels of credit, issuer and liquidity risk than a portfolio that does not invest in such securities. Securities of distressed companies include both debt and equity securities. Debt securities of distressed companies are considered predominantly speculative with respect to the issuers' continuing ability to make principal and interest payments

Market Risk: the risk that the value of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries

Issuer Risk: the risk that the value of a security may decline for a reason directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services

Liquidity Risk: the risk that a particular investment may be difficult to purchase or sell and that the Fund may be unable to sell illiquid securities at an advantageous time or price or achieve its desired level of exposure to a certain sector

Derivatives Risk: the risk of investing in derivative instruments, including liquidity, interest rate, market, credit and management risks, mispricing or improper valuation. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested

Commodity Risk: the risk that investing in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments

Equity Risk: the risk that the value of equity securities, such as common stocks and preferred stocks, may decline due to general market conditions which are not specifically related to a particular company or to factors affecting a particular industry or industries. Equity securities generally have greater price volatility than fixed income securities

Mortgage-Related and Other Asset-Backed Risk: the risk of investing in mortgage-related and other asset-backed securities, including interest rate risk, extension risk and prepayment risk

Foreign (Non-U.S.) Investment Risk: the risk that investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies, due to smaller markets, differing reporting, accounting and auditing standards, and nationalization, expropriation or confiscatory taxation, currency blockage, or political changes or diplomatic developments. Foreign securities may also be less liquid and more difficult to value than securities of U.S. issuers

Real Estate Risk: the risk that a Fund's investments in Real Estate Investment Trusts ("REITs") or real estate-linked derivative instruments will subject the Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. A Fund's investments in REITs or real estate-linked derivative instruments subject it to management and tax risks

Emerging Markets Risk: the risk of investing in emerging market securities, primarily increased foreign (non-U.S.) investment risk

Currency Risk: the risk that foreign currencies will decline in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies

Smaller Company Risk: the risk that the value of securities issued by a smaller company may go up or down, sometimes rapidly and unpredictably as compared to more widely held securities, due to narrow markets and limited resources of smaller companies. A Fund's investments in smaller companies subject it to greater levels of credit, market and issuer risk

Leveraging Risk: the risk that certain transactions of the Fund, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions, or derivative instruments, may give rise to leverage, causing the Fund to be more volatile than if it had not been leveraged

Management Risk: the risk that the investment techniques and risk analyses applied by PIMCO will not produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to PIMCO and the individual portfolio manager in connection with managing the Fund. There is no guarantee that the investment objective of the Fund will be achieved

Issuer Non-Diversification Risk: the risk of focusing investments in a small number of issuers, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Funds that are "non-diversified" may invest a greater percentage of their assets in the securities of a single issuer (such as bonds issued by a particular foreign government) than funds that are "diversified"

Short Sale Risk: the risk of entering into short sales, including the potential loss of more money than the actual cost of the investment, and the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund

Tax Risk: the risk that the tax treatment of swap agreements and other derivative instruments, such as commodity-linked derivative instruments, including commodity index-linked notes, swap agreements, commodity options, futures, and options on futures, may be affected by future regulatory or legislative changes that could affect whether income from such investments is "qualifying income" under Subchapter M of the Internal Revenue Code, or otherwise affect the character, timing and/or amount of the Fund's taxable income or gains and distributions

Subsidiary Risk: the risk that, by investing in certain Underlying PIMCO Funds that invest in a subsidiary (each a "Subsidiary"), the Fund is indirectly exposed to the risks associated with a Subsidiary's investments. The Subsidiaries are not registered under the 1940 Act and may not be subject to all the investor protections of the 1940 Act. There is no guarantee that the investment objective of a Subsidiary will be achieved

Value Investing Risk: a value stock may decrease in price or may not increase in price as anticipated by PIMCO if it continues to be undervalued by the market or the factors that the portfolio manager believes will cause the stock price to increase do not occur

Arbitrage Risk: the risk that securities purchased pursuant to an arbitrage strategy intended to take advantage of a perceived relationship between the value of two securities may not perform as expected

Convertible Securities Risk: as convertible securities share both fixed income and equity characteristics, they are subject to risks to which fixed income and equity investments are subject. These risks include equity risk, interest rate risk and credit risk

Please see "Description of Principal Risks" in the Fund's prospectus for a more detailed description of the risks of investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance Information

The Fund does not have a full calendar year of performance. Thus, no bar chart or Average Annual Total Returns table is included for the Fund. Performance for the Fund is updated daily and quarterly and may be obtained as follows: daily updates on the net asset value and performance page at http://investments.pimco.com/DailyPerformance and quarterly updates at http://investments.pimco.com/QuarterlyPerformance.

Investment Adviser/Portfolio Manager

PIMCO serves as the investment adviser for the Fund. The Fund's portfolio is managed by [    ].

Purchase and Sale of Fund Shares

Shares of the Fund may be purchased or sold (redeemed) on any business day (normally any day when the New York Stock Exchange is open). Generally, purchase and redemption orders for Fund shares are processed at the net asset value next calculated after an order is received by the Distributor.

■

The minimum initial investment for Class A and Class C shares of the Fund is $1,000 and $50 for each minimum subsequent investment, except that the minimum initial investment may be modified for certain financial firms that submit orders on behalf of their customers. You may purchase or sell (redeem) all or part of your Fund shares through a broker, dealer, or other financial firm, or directly from the Trust by regular mail to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or overnight mail to PIMCO Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809 as further described in the Fund's prospectus. The Distributor reserves the right to require payment by wire or U.S. Bank check.

■

There is no minimum initial or minimum additional investment in Class R shares because Class R shares may only be purchased through omnibus accounts for specified benefit plans. Specified benefit plans which wish to invest directly by mail should send a check payable to the PIMCO Family of Funds, along with a completed application form to the Trust by regular mail to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or overnight mail to PIMCO Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Firms

If you purchase shares of a Fund through a broker-dealer or other financial firm (such as a bank), the Fund and/or its related companies (including PIMCO) may pay the financial firm for the sale of those shares of the Fund and/or related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial firm and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial firm's Web site for more information.

Description of Principal Risks

The value of your investment in the Fund changes with the values of the Fund's investments. Many factors can affect those values. The factors that are most likely to have a material effect on the Fund's portfolio as a whole are called "principal risks." The principal risks of the Fund are identified in the Fund Summary. The principal risks are described in this section. The Fund may be subject to additional risks other than those identified and described below because the types of investments made by the Fund can change over time. Securities and investment techniques mentioned in this summary that appear in bold type are described in greater detail under "Characteristics and Risks of Securities and Investment Techniques." That section and "Investment Objectives and Policies" in the Statement of Additional Information also include more information about the Fund, its investments and the related risks. There is no guarantee that the Fund will be able to achieve its investment objective. It is possible to lose money by investing in the Fund.

As the Fund may invest in shares of Acquired Funds including the Underlying PIMCO Funds, the risks of investing in the Fund may be closely related to the risks associated with the Acquired Funds, including Underlying PIMCO Funds, and their investments. However, as the Fund may also invest their assets directly in stocks or bonds of other issuers and in other instruments, such as forwards, options, futures contracts or swap agreements, the Funds may be directly exposed to certain risks described below. As such, unless stated otherwise, any reference in this section only to "Funds" includes the Fund, Acquired Funds and the Underlying PIMCO Funds.

Allocation Risk

The Fund's investment performance depends upon how their assets are allocated and reallocated according to the Fund's asset allocation targets and ranges. A principal risk of investing in the Fund is that PIMCO will make less than optimal or poor asset allocation decisions. The asset allocation sub-adviser or PIMCO, as applicable, attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that such allocation techniques will produce the desired results. It is possible that the asset allocation sub-adviser or PIMCO, as applicable, will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions.

Acquired Fund Risk

Because the Fund may invest its assets in Acquired Funds, the risks associated with investing in the Fund may be closely related to the risks associated with the securities and other investments held by the Acquired Funds. The ability of the Fund to achieve its respective investment objectives may depend upon the ability of the Acquired Funds to achieve their respective investment objectives. There can be no assurance that the investment objective of any Acquired Fund will be achieved.

The Fund's net asset values will fluctuate in response to changes in the net asset values of the Acquired Funds in which it invests. The extent to which the investment performance and risks associated with the Fund correlates to those of a particular Acquired Fund will depend upon the extent to which the Fund's assets are allocated from time to time for investment in the Acquired Fund, which will vary.

Interest Rate Risk

Interest rate risk is the risk that fixed income securities and other instruments in the Fund's portfolio will decline in value because of an increase in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. The values of equity and other non-fixed income securities may also decline due to fluctuations in interest rates. Inflation-indexed bonds, including Treasury Inflation-Protected Securities ("TIPS"), decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other fixed income securities with similar durations.

Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate securities may decrease in value if interest rates increase. Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the net asset value of the Fund's shares.

Credit Risk

The Fund could lose money if the issuer or guarantor of a fixed income security (including a security purchased with securities lending collateral), or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling, or is perceived (whether by market participants, rating agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. The downgrade of the credit of a security held by the Fund may decrease its value. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. Municipal Bonds are subject to the risk that litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on an issuer's ability to make payments of principal and/or interest.

High Yield Risk

A Fund that invests in high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") may be subject to greater levels of credit and liquidity risk than a fund that does not invest in such securities. These securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund's ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment. Because of the risks involved in investing in high yield securities, an investment in a Fund that invests in such securities should be considered speculative.

Distressed Company Risk

An Underlying PIMCO Fund that invests in securities of distressed companies may be subject to greater levels of credit, issuer and liquidity risk than a portfolio that does not invest in such securities. Securities of distressed companies include both debt and equity securities. Debt securities of distressed companies are considered predominantly speculative with respect to the issuers' continuing ability to make principal and interest payments. Issuers of distressed company securities may also be involved in restructurings or bankruptcy proceedings that may not be successful. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Underlying PIMCO Fund's ability to sell these securities (liquidity risk). If the issuer of a debt security is in default with respect to interest or principal payments, the Underlying PIMCO Fund may lose its entire investment.

Market Risk

The market price of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Equity securities generally have greater price volatility than fixed income securities.

Issuer Risk

The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Liquidity Risk

Liquidity risk exists when particular investments are difficult to purchase or sell. Illiquid securities are securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. The Fund's investments in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, the Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector. To the extent that the Fund's principal investment strategies involve derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk.

Derivatives Risk

Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Fund may use are referenced under "Characteristics and Risks of Securities and Investment Techniques—Derivatives" in this prospectus and described in more detail under "Investment Objectives and Policies" in the Statement of Additional Information. The Fund typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The Fund may also use derivatives for leverage, in which case their use would involve leveraging risk. The Fund's use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. If the Fund invests in a derivative instrument, it could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Commodity Risk

The Fund's investments in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, may each concentrate its assets in a particular sector of the commodities market (such as oil, metal or agricultural products). As a result, certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, and, to the extent the Fund invests in certain Underlying PIMCO Funds, including the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, the Fund, may be more susceptible to risks associated with those sectors.

Equity Risk

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Equity securities also include, among other things, preferred stocks, convertible stocks and warrants. The values of equity securities, such as common stocks and preferred stocks, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities.

Mortgage-Related and Other Asset-Backed Risk

Mortgage-related and other asset-backed securities often involve risks that are different from or more acute than risks associated with other types of debt instruments. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of the Fund because the Fund may have to reinvest that money at the lower prevailing interest rates. The Fund's investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

Foreign (Non-U.S.) Investment Risk

A Fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a Fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign (non-U.S.) securities are usually not subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect a Fund's investments in a foreign country. In the event of nationalization, expropriation or other confiscation, a Fund could lose its entire investment in foreign (non-U.S.) securities. Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear to be unrelated. To the extent that a Fund invests a significant portion of its assets in a specific geographic region, the Fund will generally have more exposure to regional economic risks associated with foreign investments. Foreign securities may also be less liquid and more difficult to value than securities of U.S. issuers.

Real Estate Risk

A Fund that invests in real estate-linked derivative instruments is subject to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in a real estate-linked derivative instrument that is linked to the value of a real estate investment trust ("REIT") is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986 as amended (the "Code"). In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming.

Emerging Markets Risk

Foreign (non-U.S.) investment risk may be particularly high to the extent a Fund invests in emerging market securities. Emerging market securities may present market, credit, currency, liquidity, legal, political and other risks different from, and potentially greater than, the risks of investing in securities and instruments economically tied to developed foreign countries. To the extent a Fund invests in emerging market securities that are economically tied to a particular region, country or group of countries, the Fund may be more sensitive to adverse political or social events affecting that region, country or group of countries. Economic, business, political, or social instability may affect emerging market securities differently. Accordingly, a Fund that invests in a wide range of emerging market securities (e.g., different regions or countries, asset classes, issuers, sectors or credit qualities) may perform differently in response to such instability than a Fund investing in a more limited range of emerging market securities. For example, a Fund that focuses its investments in multiple asset classes of emerging market securities may have a limited ability to mitigate losses in an environment that is adverse to emerging market securities in general. Emerging market securities may also be more volatile, less liquid and more difficult to value than securities economically tied to developed foreign countries. The systems and procedures for trading and settlement of securities in emerging markets are less developed and less transparent and transactions may take longer to settle. A Fund may not know the identity of trading counterparties, which may increase the possibility of the Fund not receiving payment or delivery of securities in a transaction.

Currency Risk

If the Fund invests directly in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, or in derivatives that provide exposure to foreign (non-U.S.) currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.

Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund's investments in foreign currency-denominated securities may reduce the returns of the Fund.

Currency risk may be particularly high to the extent that the Fund invests in foreign (non-U.S.) currencies or engages in foreign currency transactions that are economically tied to emerging market countries. These currency transactions may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign (non-U.S.) currencies or engaging in foreign currency transactions that are economically tied to developed foreign countries.

Smaller Company Risk

The general risks associated with fixed income securities and equity securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volumes than more widely held securities and their values may fluctuate more sharply than other securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.

Leveraging Risk

Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. The use of derivatives may also create leveraging risk. To mitigate leveraging risk, PIMCO will segregate or "earmark" liquid assets or otherwise cover the transactions that may give rise to such risk. The Fund also may be exposed to leveraging risk by borrowing money for investment purposes. Leveraging may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet segregation requirements when it may not be advantageous to do so. Leveraging, including borrowing, may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leveraging tends to exaggerate the effect of any increase or decrease in the value of the Fund's portfolio securities (or the value of the Underlying PIMCO Funds). Certain types of leveraging transactions, such as short sales that are not "against the box," could theoretically be subject to unlimited losses in cases where the Fund, for any reason, is unable to close out the transaction. In addition, to the extent the Fund borrows money, interest costs on such borrowings may not be recovered by any appreciation of the securities purchased with the borrowed amounts and could exceed the Fund's investment returns, resulting in greater losses.

Management Risk

The Fund is subject to management risk because it is an actively managed investment portfolio. PIMCO and the portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Additionally, legislative, regulatory, or tax restrictions, policies or developments may affect the investment techniques available to PIMCO and the portfolio manager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment objectives. Because the PIMCO Fundamental IndexPLUS^® TR Fund and PIMCO Fundamental Advantage Total Return Strategy Fund, which are Underlying PIMCO Funds, invest in derivatives that are linked to Enhanced RAFI^® 1000, the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to Enhanced RAFI^® Emerging Markets Fundamental Index, the PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to the Enhanced RAFI^® Small Company Fundamental Index, and the PIMCO International Fundamental IndexPLUS^® TR Strategy Fund, an Underlying PIMCO Fund, invests in derivatives that are linked to the Enhanced RAFI^® Developed ex-U.S. Fundamental Index, they will be subject to the risks associated with the management of Enhanced RAFI^® 1000, Enhanced RAFI^® Emerging Markets Fundamental Index, Enhanced RAFI^® Small Company Fundamental Index and Enhanced RAFI^® Developed ex-U.S. Fundamental Index, respectively, by the sub-adviser to such Underlying PIMCO Funds.

Issuer Non-Diversification Risk

Focusing investments in a small number of issuers increases risk. Funds that are "non-diversified" may invest a greater percentage of their assets in the securities of a single issuer (such as bonds issued by a particular foreign government) than funds that are "diversified." Funds that invest in a relatively small number of issuers are more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Some of those issuers also may present substantial credit or other risks.

Short Sale Risk

The Fund's short sales, if any, are subject to special risks. A short sale involves the sale by the Fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. The Fund may also enter into a short position through a forward commitment or a short derivative position through a futures contract or swap agreement. If the price of the security or derivative has increased during this time, then the Fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund.

Tax Risk

The PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds, gain exposure to the commodities markets through investments in commodity-linked derivative instruments, including commodity index-linked notes, swap agreements, commodity options, futures, and options on futures. Each of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund may also gain exposure indirectly to commodity markets by investing in its respective Subsidiary, which invests primarily in commodity linked derivative instruments backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. In order for the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund to qualify as a regulated investment company under Subchapter M of the Code, each Underlying PIMCO Fund must derive at least 90 percent of its gross income each taxable year from certain qualifying sources of income.

As more fully described below under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds", the Internal Revenue Service (the "IRS") issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. However, the IRS has issued private letter rulings in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. In addition, the IRS has also issued private letter rulings in which the IRS specifically concluded that income derived from an investment in a subsidiary will also constitute qualifying income. Based on the reasoning in such rulings, the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund will seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and through investments in their respective Subsidiaries. The IRS has currently suspended the issuance of private letter rulings relating to the tax treatment of income and gains generated by investments in commodity-linked notes and income generated by investments in a subsidiary.

If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes or from investments in a Subsidiary does not constitute qualifying income, certain Underlying PIMCO Funds, including the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommoditiesPLUS^® Short Strategy Fund, might be adversely affected and would be required to reduce their exposure to such investments which might result in difficulty in implementing their investment strategies and increased costs and taxes. The use of commodity index-linked notes and investments in a Subsidiary involve specific risks. See "Characteristics and Risks of Securities and Investment Techniques- Derivatives-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds" below for further information regarding commodity index-linked notes, including the risks associated with these instruments. In addition, see "Characteristics and Risks of Securities and Investment Techniques-Investments in Wholly-Owned Subsidiary" below for further information regarding the Subsidiaries, including the risks associated with investing in the Subsidiaries.

Subsidiary Risk

By investing in each of their respective Subsidiaries, each of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds, is indirectly exposed to the risks associated with the respective Subsidiary's investments. The derivatives and other investments held by the Subsidiaries are generally similar to those that are permitted to be held by the Underlying PIMCO Funds and are subject to the same risks that apply to similar investments if held directly by the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund or PIMCO CommoditiesPLUS^® Strategy Fund. These risks are described elsewhere in this prospectus. There can be no assurance that the investment objective of the Subsidiaries will be achieved.

The Subsidiaries are not registered under the 1940 Act, and, unless otherwise noted in this prospectus, are not subject to all the investor protections of the 1940 Act. In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund and/or the Subsidiaries to operate as described in this prospectus and Statement of Additional Information and could adversely affect the PIMCO CommodityRealReturn Strategy Fund^® and PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditesPLUS^® and, to the extent the Fund invests in the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund or PIMCO CommoditiesPLUS^® Strategy Fund, the Fund.

Value Investing Risk

Value investing attempts to identify companies that a portfolio manager believes to be undervalued. Value stocks typically have prices that are low relative to factors such as the company's earnings, cash flow or dividends. A value stock may decrease in price or may not increase in price as anticipated by PIMCO if it continues to be undervalued by the market or the factors that the portfolio manager believes will cause the stock price to increase do not occur. A value investing style may perform better or worse than equity portfolios that focus on growth stocks or that have a broader investment style.

Arbitrage Risk

An Underlying PIMCO Fund that invests in securities purchased pursuant to an arbitrage strategy in order to take advantage of a perceived relationship between the value of two securities presents certain risks. Securities purchased or sold short pursuant to an arbitrage strategy may not perform as intended, which may result in a loss to the Underlying PIMCO Fund. Additionally, issuers of a security purchased pursuant to an arbitrage strategy are often engaged in significant corporate events, such as restructurings, acquisitions, mergers, takeovers, tender offers or exchanges, or liquidations. Such corporate events may not be completed as initially planned or may fail.

Convertible Securities Risk

Convertible securities are fixed income securities, preferred stocks or other securities that are convertible into or exercisable for common stock of the issuer (or cash or securities of equivalent value) at either a stated price or a stated rate. The market values of convertible securities may decline as interest rates increase and, conversely, to increase as interest rates decline. A convertible security's market value, however, tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security's "conversion price." The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities may be paid before the company's common stockholders but after holders of any senior debt obligations of the company. Consequently, the issuer's convertible securities generally entail less risk than its common stock but more risk than its debt obligations.

Synthetic convertible securities involve the combination of separate securities that possess the two principal characteristics of a traditional convertible security (i.e., an income-producing component and a right to acquire an equity security. Synthetic convertible securities are often achieved, in part, through investments in warrants or options to buy common stock (or options on a stock index), and therefore are subject to the risks associated with derivatives. The value of a synthetic convertible security will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible is composed of two or more separate securities or instruments, each with its own market value. Because the convertible component is typically achieved by investing in warrants or options to buy common stock at a certain exercise price, or options on a stock index, synthetic convertible securities are subject to the risks associated with derivatives. In addition, if the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value.

Disclosure of Portfolio Holdings

Please see "Disclosure of Portfolio Holdings" in the Statement of Additional Information for information about the availability of the complete schedule of the Fund's holdings.

Management of the Fund

Investment Adviser and Administrator

PIMCO serves as the investment adviser and the administrator (serving in its capacity as administrator, the "Administrator") for the Fund. Subject to the supervision of the Board of Trustees of PIMCO Funds (the "Trust"), PIMCO is responsible for managing the investment activities of the Fund and the Fund's business affairs and other administrative matters.

PIMCO is located at 840 Newport Center Drive, Newport Beach, CA 92660. Organized in 1971, PIMCO provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. As of September 30, 2012, PIMCO had approximately $1.9 trillion in assets under management.

Management Fees

The Fund pays for the advisory and supervisory and administrative services it requires under what is essentially an all-in fee structure. The Management Fees shown in the Annual Fund Operating Expenses tables reflect both an advisory fee and a supervisory and administrative fee. The Fund will pay monthly Management Fees to PIMCO at the following annual rates (stated as a percentage of the average daily net assets of the Fund taken separately):

	Management Fees
Fund	Class A	Class C	Class R
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]	[__]	[__]

■

Advisory Fee. The Fund pays PIMCO fees in return for providing investment advisory services. The Fund will pay monthly advisory fees to PIMCO at the following annual rate (stated as a percentage of the average daily net assets of the Fund taken separately):

Fund	Advisory Fees All Classes
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]

A discussion of the basis for the Board of Trustees' approval of the Fund's investment advisory contract will be available in the Fund's first Annual or Semi-Annual Report to shareholders.

■

Supervisory and Administrative Fee. The Fund pays for the supervisory and administrative services it requires under what is essentially an all-in fee structure. Class A, Class C and Class R shareholders of the Fund pay a supervisory and administrative fee to PIMCO, computed as a percentage of the Fund's assets attributable in the aggregate to that class of shares. PIMCO, in turn, provides or procures supervisory and administrative services for Class A, Class C and Class R shareholders and also bears the costs of various third-party services required by the Fund, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs. The Fund bears other expenses which are not covered under the supervisory and administrative fee which may vary and affect the total level of expenses paid by the Class A, Class C and Class R shareholders, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses, extraordinary expenses (such as litigation and indemnification expenses) and fees and expenses of the Trust's Independent Trustees and their counsel. PIMCO generally earns a profit on the supervisory and administrative fee paid by the Fund. Also, under the terms of the supervision and administration agreement, PIMCO, and not Fund shareholders, would benefit from any price decreases in third-party services, including decreases resulting from an increase in net assets.

The Fund will pay PIMCO monthly supervisory and administrative fees for Class A, Class C and Class R shares at the following annual rates (stated as a percentage of the average daily net assets attributable in the aggregate to each class taken separately):

	Supervisory and Administrative Fees
Fund	Class A	Class C	Class R
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]	[__]	[__]

Expense Limitation Agreement

PIMCO has contractually agreed, through [July 31, 2014], to reduce total annual operating expenses for the Fund's separate classes of shares, by waiving a portion of the Fund's supervisory and administrative fee or reimbursing the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to a separate class of shares (the "Expense Limit"). This Expense Limitation Agreement renews annually for a full year unless terminated by PIMCO upon at least 30 days notice prior to the end of the contract term. PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees, plus such recoupment, do not exceed the Expense Limit.

Underlying PIMCO Fund Fees

The Fund pays advisory and supervisory and administrative fees directly to PIMCO at the annual rates stated above, based on the average daily net assets attributable in the aggregate to the Fund's shares. The Fund also indirectly pays its proportionate share of the advisory and supervisory and administrative fees charged by PIMCO to the Underlying PIMCO Funds in which the Fund invests.

PIMCO has contractually agreed, through [July 31, 2014], to waive, first, the advisory fee and, second, to the extent necessary, the supervisory and administrative fee it receives from the Fund in an amount equal to the expenses attributable to advisory fees and supervisory and administrative fees of Underlying PIMCO Funds indirectly incurred by the Fund in connection with the Fund's investments in Underlying PIMCO Funds, to the extent the Fund's advisory fee or advisory fee and supervisory and administrative fee taken together are greater than or equal to the advisory fees and supervisory and administrative fees of the Underlying PIMCO Funds. This waiver renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term.

The Acquired Fund Fees and Expenses shown in the Annual Fund Operating Expenses table for the Fund may be higher than the Underlying PIMCO Fund Expenses used for purposes of the expense reduction described above due to differences in the methods of calculation. The Acquired Fund Fees and Expenses, as required to be shown in the Annual Fund Operating Expenses table, are calculated using the total operating expenses for each Underlying PIMCO Fund over the Fund's average net assets. The Underlying PIMCO Fund Expenses that are used for purposes of implementing the expense reduction described above are calculated using the advisory and supervisory and administrative fees for each Underlying PIMCO Fund over the total assets invested in Underlying PIMCO Funds. Thus, the Acquired Fund Fees and Expenses listed in the Annual Fund Operating Expenses table will typically be higher than the Underlying PIMCO Fund Expenses used to calculate the expense reduction when the Fund employs leverage as an investment strategy.

The expenses associated with investing in a fund of funds are generally higher than those for mutual funds that do not invest in other mutual funds. The cost of investing in a fund of funds Fund will generally be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in a fund of funds Fund, an investor will indirectly bear fees and expenses charged by the Underlying PIMCO Funds in addition to the Fund's direct fees and expenses. In addition, the use of a fund of funds structure could affect the timing, amount and character of distributions to the shareholders and may therefore increase the amount of taxes payable by shareholders. The Fund invests in Institutional Class or Class M shares of the Underlying PIMCO Funds, which are not subject to any sales charges or 12b-1 fees.

The following table summarizes the annual expenses borne by Institutional Class or Class M shareholders of the Underlying PIMCO Funds. Because the Fund, to the extent it invests in Underlying PIMCO Funds), invest in Institutional Class or Class M shares of the Underlying PIMCO Funds, shareholders of the Fund would indirectly bear a proportionate share of these expenses, depending upon how the Fund's assets are allocated from time to time among the Underlying PIMCO Funds.

For a complete description of an Underlying PIMCO Fund, please see the Underlying PIMCO Fund's Institutional Class or Class M prospectus. For a summary description of the Underlying PIMCO Funds, please see the "Description of the Underlying PIMCO Funds" section in this prospectus.

Underlying PIMCO Fund	Management Fees1	Other Expenses2	Total Fund Operating Expenses
PIMCO California Intermediate Municipal Bond Fund	0.445%	0.00%	0.445%
PIMCO California Municipal Bond Fund	0.44	0.07	0.51
PIMCO California Short Duration Municipal Income Fund	0.33	0.00	0.33
PIMCO CommoditiesPLUS® Short Strategy Fund	0.79	0.12	0.913
PIMCO CommoditiesPLUS® Strategy Fund	0.74	0.15	0.894
PIMCO CommodityRealReturn Strategy Fund®	0.74	0.16	0.905
PIMCO Convertible Fund	0.65	0.03	0.68
PIMCO Credit Absolute Return Fund	0.90	0.00	0.90
PIMCO Diversified Income Fund	0.75	0.00	0.75
PIMCO Dividend and Income Builder Fund	0.99	0.00	0.996
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund	1.25	0.00	1.25
PIMCO Emerging Local Bond Fund	0.90	0.00	0.90
PIMCO Emerging Markets Bond Fund	0.83	0.00	0.83
PIMCO Emerging Markets Corporate Bond Fund	1.25	0.00	1.25
PIMCO Emerging Markets Currency Fund	0.85	0.00	0.85
PIMCO EqS Dividend Fund	0.99	0.00	0.996
PIMCO EqS Emerging Markets Fund	1.45	0.00	1.457,8
PIMCO EqS Long/Short Fund	1.49	0.49	1.98
PIMCO EqS Pathfinder Fund®	1.05	0.03	1.086
PIMCO Extended Duration Fund	0.50	0.00	0.50
PIMCO Floating Income Fund	0.55	0.00	0.55
PIMCO Foreign Bond Fund (Unhedged)	0.50	0.00	0.50
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	0.50	0.00	0.50
PIMCO Fundamental Advantage Total Return Strategy Fund	0.89	0.02	0.91
PIMCO Fundamental IndexPLUS® TR Fund	0.79	0.00	0.79
PIMCO Global Advantage® Strategy Bond Fund	0.70	0.00	0.70
PIMCO Global Bond Fund (Unhedged)	0.55	0.00	0.55
PIMCO Global Bond Fund (U.S. Dollar-Hedged)	0.55	0.00	0.55
PIMCO GNMA Fund	0.50	0.00	0.50
PIMCO Government Money Market Fund	0.18	0.00	0.189
PIMCO High Yield Fund	0.55	0.00	0.55
PIMCO High Yield Municipal Bond Fund	0.55	0.00	0.55
PIMCO High Yield Spectrum Fund	0.60	0.00	0.60
PIMCO Income Fund	0.45	0.16	0.61
PIMCO International Fundamental IndexPLUS® TR Strategy Fund	0.84	0.00	0.84
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)	0.64	0.00	0.64
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Hedged)	0.75	0.01	0.76
PIMCO Investment Grade Corporate Bond Fund	0.50	0.00	0.50
PIMCO Long Duration Total Return Fund	0.50	0.00	0.50
PIMCO Long-Term Credit Fund	0.55	0.00	0.55
PIMCO Long-Term U.S. Government Fund	0.475	0.01	0.485
PIMCO Low Duration Fund	0.46	0.00	0.46
PIMCO Low Duration Fund II	0.50	0.00	0.50
PIMCO Low Duration Fund III	0.50	0.00	0.50
PIMCO Moderate Duration Fund	0.46	0.00	0.46
PIMCO Money Market Fund	0.32	0.00	0.329
PIMCO Mortgage-Backed Securities Fund	0.50	0.00	0.50
PIMCO Municipal Bond Fund	0.44	0.00	0.44
PIMCO National Intermediate Municipal Bond Fund	0.45	0.07	0.52
PIMCO New York Municipal Bond Fund	0.445	0.00	0.445
PIMCO Real Income 2019 Fund®	0.39	0.00	0.39
PIMCO Real Income 2029 Fund®	0.39	0.00	0.39
PIMCO Real Return Asset Fund	0.55	0.03	0.58
PIMCO Real Return Fund	0.45	0.02	0.47
PIMCO RealEstateRealReturn Strategy Fund	0.74	0.04	0.78
PIMCO Senior Floating Rate Fund	0.80	0.00	0.80
PIMCO Short Asset Investment Fund	0.34	0.02	0.36
PIMCO Short Duration Municipal Income Fund	0.33	0.00	0.33
PIMCO Short-Term Fund	0.45	0.01	0.46
PIMCO Small Cap StocksPLUS® TR Fund	0.69	0.00	0.69
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund	0.84	0.00	0.84
PIMCO StocksPLUS® Fund	0.50	0.00	0.50
PIMCO StocksPLUS® Long Duration Fund	0.59	0.00	0.59
PIMCO StocksPLUS® Total Return Fund	0.64	0.00	0.64
PIMCO StocksPLUS® TR Short Strategy Fund	0.64	0.02	0.66
PIMCO Tax Managed Real Return Fund	0.45	0.00	0.45
PIMCO Total Return Fund	0.46	0.00	0.46
PIMCO Total Return Fund II	0.50	0.00	0.50
PIMCO Total Return Fund Fund III	0.50	0.00	0.50
PIMCO Total Return Fund IV	0.50	0.00	0.50
PIMCO Treasury Money Market Fund	0.18	0.03	0.219,10
PIMCO Unconstrained Bond Fund	0.90	0.01	0.91
PIMCO Unconstrained Tax Managed Bond Fund	0.70	0.00	0.70

¹ "Management Fees" reflect an advisory fee and a supervisory and administrative fee payable by an Underlying PIMCO Fund to PIMCO.

² Other Expenses includes expenses such as organizational expenses, interest expense, taxes, governmental fees, pro rata Trustees' fees and acquired fund fees and expenses attributable to the Institutional Class or Class M shares. For the PIMCO California Municipal Bond Fund, PIMCO EqS Long/Short Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Treasury Money Market Fund, Other Expenses are based on estimated amounts for the initial fiscal year of each Fund's Institutional Class shares and include each PIMCO Fund's organizational expenses. The PIMCO Treasury Money Market Fund has not commenced operations as of the date of this prospectus.

³ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund IV Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁴ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund III Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁵ PIMCO has contractually agreed to waive the Fund's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Fund I Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO's contract with the Subsidiary is in place.

⁶ PIMCO has contractually agreed, through October 31, 2013, to reduce its advisory fee by 0.16% of the average daily net assets of the Fund. This Fee Limitation Agreement renews annually unless terminated by PIMCO upon at least 30 days' prior notice to the end of the contract term. Under certain conditions, PIMCO may recoup amounts reduced in future periods, not exceeding three years.

⁷ PIMCO has contractually agreed, through October 31, 2013, to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Board of Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Institutional shares (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Board of Trustees' fees plus such recoupment, do not exceed the Expense Limit.

⁸ PIMCO has contractually agreed, through October 31, 2013, to reduce its advisory fee by 0.20% of the average daily net assets of the Fund. This Fee Limitation Agreement renews annually unless terminated by PIMCO upon at least 30 days' prior notice to the end of the contract term. Under certain conditions, PIMCO may recoup amounts reduced in future periods, not exceeding three years.

⁹ To maintain certain net yields for the Fund, PIMCO or its affiliates may temporarily and voluntarily waive, reduce or reimburse all or any portion of the Fund's fees and expenses.

¹⁰ PIMCO has contractually agreed, through July 31, 2013, to waive its supervisory and administrative fee, or reimburse the Fund, to the extent that organizational expenses and pro rata Trustees' fees exceed 0.0049% of the Fund's average net assets attributable to Class M shares (the "Expense Limit"). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days' notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees' fees plus such recoupment, do not exceed the Expense Limit.

Portfolio Managers

The following individuals have primary responsibility for managing the Fund.

Fund	Portfolio Manager	Since	Recent Professional Experience
PIMCO Emerging Markets Full Spectrum Bond	[__]	*	[__]

^* Inception of the Fund.

Please see the Statement of Additional Information for additional information about other accounts managed by the portfolio managers, the portfolio managers' compensation and the portfolio managers' ownership of shares of the Fund.

Distributor

The Trust's Distributor is PIMCO Investments LLC ("Distributor"). The Distributor, located at 1633 Broadway, New York, NY 10019, is a broker-dealer registered with the Securities and Exchange Commission ("SEC"). Please note all account requests or inquiries should be mailed to the Trust's transfer agent at P.O. Box 55060, Boston, MA 02205-5060 and should not be mailed to the Distributor.

Classes of Shares – Class A, C and R Shares

The Trust offers investors Class A, Class C and Class R shares in this prospectus. Each class of shares is subject to different types and levels of sales charges (if applicable) and other fees than the other classes and bears a different level of expenses.

The class of shares that is best for you depends upon a number of factors, including the amount and the intended length of your investment. The following summarizes key information about each class to help you make your investment decision, including the various expenses associated with each class and the payments made to financial intermediaries for distribution and other services. More extensive information about the Trust's multi-class arrangements is included in the Statement of Additional Information and can be obtained free of charge from the Distributor.

Class A Shares

■

You pay an initial sales charge when you buy Class A shares of the Fund. The maximum initial sales charge is 3.75% for the Fund. The sales charge is deducted from your investment so that not all of your purchase payment is invested.

■

You may be eligible for a reduction or a complete waiver of the initial sales charge under a number of circumstances. For example, you normally pay no sales charge if you purchase $1,000,000 or more of Class A shares. Please see the Statement of Additional Information for details.

■

Class A shares are subject to lower 12b-1 fees than Class C shares. Therefore, Class A shareholders generally pay lower annual expenses and receive higher dividends than Class C shareholders.

■

You normally pay no contingent deferred sales charge ("CDSC") when you redeem Class A shares, although you may pay a 1.00% CDSC if you purchase $1,000,000 or more and then redeem the shares during the first 18 months after your initial purchase. The Class A CDSC is waived for certain categories of investors and does not apply if you are otherwise eligible to purchase Class A shares without a sales charge. Please see the Statement of Additional Information for details.

Class C Shares

■

You do not pay an initial sales charge when you buy Class C shares. The full amount of your purchase payment is invested initially.

■

You normally pay a CDSC of 1.00% if you redeem Class C shares during the first year after your initial purchase. The Class C CDSC is waived for certain categories of investors. Please see the Statement of Additional Information for details.

■

Class C shares are subject to higher 12b-1 fees than Class A shares. Therefore, Class C shareholders normally pay higher annual expenses and receive lower dividends than Class A shareholders.

■

Class C shares do not convert into any other class of shares.

Some or all of the payments described below are paid or "reallowed" to financial intermediaries. The following provides additional information about the sales charges and other expenses associated with Class A and Class C shares.

Initial Sales Charges — Class A Shares

This section includes important information about sales charge reduction programs available to investors in Class A shares of the Fund and describes information or records you may need to provide to the Distributor or your financial intermediary in order to be eligible for sales charge reduction programs.

Unless you are eligible for a waiver, the public offering price you pay when you buy Class A shares of the Fund is the net asset value ("NAV") of the shares plus an initial sales charge. The initial sales charge varies depending upon the size of your purchase, as set forth below. No sales charge is imposed where Class A shares are issued to you pursuant to the automatic reinvestment of income dividends or capital gains distributions. For investors investing in Class A shares of the Fund through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor obtains the proper "breakpoint" discount.

PIMCO Emerging Markets Full Spectrum Bond Fund—Class A Shares

Amount of Purchase	Initial Sales Charge as % of Public Offering Price	Initial Sales Charge as % of Net Amount Invested
Under $100,000	[__]%	[__]%
$100,000 but under $250,000	[__]%	[__]%
$250,000 but under $500,000	[__]%	[__]%
$500,000 but under $1,000,000	[__]%	[__]%
$1,000,000 +	[__]*	[__]*

^* As shown, investors that purchase $1,000,000 or more of the Fund's Class A shares will not pay any initial sales charge on the purchase. However, certain purchasers of $1,000,000 or more of Class A shares may be subject to a CDSC of 1% if the shares are redeemed during the first 18 months after their purchase. See "CDSCs on Class A Shares" below.

Investors in the Fund may reduce or eliminate sales charges applicable to purchases of Class A shares through utilization of the Combined Purchase Privilege, the Cumulative Quantity Discount (Right of Accumulation), a Letter of Intent or the Reinstatement Privilege. These programs, which apply to purchases of one of more funds that are series of the Trust or PIMCO Equity Series that offer Class A shares (together, "Eligible Funds"), are summarized below and are described in greater detail in the Statement of Additional Information.

Right of Accumulation and Combined Purchase Privilege (Breakpoints). A Qualifying Investor (as defined below) may qualify for a reduced sales charge on Class A shares (the "Combined Purchase Privilege") by combining concurrent purchases of the Class A shares of one or more Eligible Funds into a single purchase. In addition, a Qualifying Investor may qualify for a reduced sales charge on Class A shares (the "Right of Accumulation" or "Cumulative Quantity Discount") by combining the purchase of Class A shares of an Eligible Fund with the current aggregate net asset value of all Class A and C shares of any Eligible Fund held by accounts for the benefit of such Qualifying Investor.

The term "Qualifying Investor" refers to:

1.

an individual, such individual's spouse or domestic partner, as recognized by applicable state law, such individual's children under the age of 21 years, or such individual's siblings (each a "family member") (including family trust^*, accounts established by such a family member); or

2.

a trustee or other fiduciary for a single trust (except family trusts* noted above), estate or fiduciary account although more than one beneficiary may be involved;
or

3.

an employee benefit plan of a single employer.

^* For the purpose of determining whether a purchase would qualify for a reduced sales charge under the Combined Purchase Privilege or Right of Accumulation, a "family trust" is one in which a family member(s) described in section (i) above is/are a beneficiary/ies and such person(s) and/or another family member is the trustee.

Please see the Statement of Additional Information for details and for restrictions applicable to shares held by certain employer-sponsored benefit programs.

Letter of Intent. An investor may also obtain a reduced sales charge on purchases of Class A shares by means of a written Letter of Intent, which expresses an intent to invest not less than $50,000 within a period of 13 months in Class A shares of any Eligible Fund(s). The maximum intended investment allowable in a Letter of Intent is $1,000,000. Each purchase of shares under a Letter of Intent will be made at the public offering price or prices applicable at the time of such purchase to a single purchase of the dollar amount indicated in the Letter of Intent. A Letter of Intent is not a binding obligation to purchase the full amount indicated. Shares purchased with the first 5% of the amount indicated in the Letter of Intent will be held in escrow (while remaining registered in your name) to secure payment of the higher sales charges applicable to the shares actually purchased in the event the full intended amount is not purchased.

Reinstatement Privilege. A Class A shareholder who has caused any or all of his shares to be redeemed may reinvest all or any portion of the redemption proceeds in Class A shares of any Eligible Fund at NAV without any sales charge, provided that such investment is made within 120 calendar days after the redemption or repurchase date. The limitations and restrictions of this program are fully described in the Statement of Additional Information.

Method of Valuation of Accounts. To determine whether a shareholder qualifies for a reduction in sales charge on a purchase of Class A shares of Eligible Funds, the public offering price of the shares is used for purchases relying on the Combined Purchase Privilege or a Letter of Intent and the amount of the total current purchase (including any sales load) plus the NAV (at the close of business on the day of the current purchase) of shares previously acquired is used for the Cumulative Quantity Discount.

Sales at Net Asset Value. In addition to the programs summarized above, the Fund may sell its Class A shares at NAV without an initial sales charge to certain types of accounts or account holders, including, but not limited to: Trustees of the Fund; employees of PIMCO and the Distributor; employees of participating brokers; certain trustees or other fiduciaries purchasing shares for retirement plans; and participants investing in certain "wrap accounts." In addition, Class A shares of the Fund issued pursuant to the automatic reinvestment of income dividends or capital gains distributions are issued at NAV and are not subject to any sales charges.

Required Shareholder Information and Records. In order for investors in Class A shares of the Fund to take advantage of sales charge reductions, an investor or his or her financial intermediary must notify the Distributor that the investor qualifies for such a reduction. If the Distributor is not notified that the investor is eligible for these reductions, the Distributor will be unable to ensure that the reduction is applied to the investor's account. An investor may have to provide certain information or records to his or her financial intermediary or the Distributor to verify the investor's eligibility for breakpoint privileges or other sales charge waivers. An investor may be asked to provide information or records, including account statements, regarding shares of the Fund or other Eligible Funds held in:

■

all of the investor's accounts held directly with the Trust or through a financial intermediary; 

■

any account of the investor at another financial intermediary; and 

■

accounts of related parties of the investor, such as members of the same family or household, at any financial intermediary.

The Statement of Additional Information provides additional information regarding eliminations of and reductions in sales loads associated with Eligible Funds. You can obtain the Statement of Additional Information free of charge from the Fund by written request, by visiting
pimco.com/investments, or by calling 888.87.PIMCO.

Contingent Deferred Sales Charges (CDSCs) on Class A Shares

Unless a waiver applies for purchases of Class A shares, investors who purchase $1,000,000 or more of Class A shares (and, thus, purchase such shares without any initial sales charge) will be subject to a 1.00% CDSC if such shares are redeemed within 18 months of their purchase. The Class A CDSC does not apply if you are otherwise eligible to purchase Class A shares without an initial sales charge or are eligible for a waiver of the CDSC. See "Reductions and Waivers of Initial Sales Charges and CDSCs" below. Please see the Statement of Additional Information for details.

Class C Shares

Unless you are eligible for a waiver, if you sell (redeem) your Class C shares within the time periods specified below, you will pay a CDSC according to the following schedules. For investors investing in Class C shares of the Fund through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period for the shares redeemed.

Years Since Purchase Payment was Made	Percentage Contingent Deferred Sales Charge
First	1%
Thereafter	0%

How CDSCs will be Calculated

A CDSC is imposed on redemptions of Class C shares (and where applicable, Class A shares) on the amount of the redemption which causes the current value of your account for the particular class of shares of the Fund to fall below the total dollar amount of your purchase payments subject to the CDSC.

The following rules apply under the method for calculating CDSCs:

■

Shares acquired through the reinvestment of dividends or capital gains distributions will be redeemed first and will not be subject to any CDSC.

■

For the redemption of all other shares, the CDSC will be based on either your original purchase price or the then current NAV of the shares being sold, whichever is lower. To illustrate this point, consider shares purchased at an NAV of $10. If the Fund's NAV per share at the time of redemption is $12, the CDSC will apply to the purchase price of $10. If the NAV per share at the time of redemption is $8, the CDSC will apply to the $8 current NAV per share.

■

CDSCs will be deducted from the proceeds of your redemption, not from amounts remaining in your account.

■

In determining whether a CDSC is payable, it is assumed that the shareholder will redeem first the lot of shares which will incur the lowest CDSC.

Reductions and Waivers of Initial Sales Charges and CDSCs

The initial sales charges on Class A shares and the CDSCs on Class A and Class C shares may be reduced or waived under certain purchase arrangements and for certain categories of investors. Please see the Statement of Additional Information for details.

Class R Shares — Specified Benefit Plans

Class R shares generally are available only to 401(k) plans, 457 plans, employer sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, non-qualified deferred compensation plans, health care benefit funding plans and other specified benefit plans and accounts whereby the plan or the plan's financial service firm has an agreement with the Distributor or PIMCO Funds to utilize Class R shares in certain investment products or programs (collectively, "specified benefit plans"). In addition, Class R shares also are generally available only to specified benefit plans where Class R shares are held on the books of the Fund through omnibus accounts (either at the benefit plan level or at the level of the plan's financial service firm). Class R shares are not available to retail or institutional non-specified benefit plan accounts, traditional and Roth IRAs (except through omnibus accounts), Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, or individual 403(b) plans.

The administrator of a specified benefit plan or employee benefits office can provide participants with detailed information on how to participate in the plan and how to elect the Fund as an investment option. Plan participants may be permitted to elect different investment options, alter the amounts contributed to the plan, or change how contributions are allocated among investment options in accordance with the plan's specific provisions. The plan administrator or employee benefits office should be consulted for details. For questions about participant accounts, participants should contact their employee benefits office, the plan administrator, or the organization that provides recordkeeping services for the plan.

Eligible specified benefit plans generally may open an account and purchase Class R shares by contacting any broker, dealer or other financial intermediary ("financial service firm") authorized to sell Class R shares of the Fund. Eligible specified benefit plans may also purchase shares directly from the Distributor. See "How to Buy and Sell Shares — Buying Shares — Class R Shares" below. Additional shares may be purchased through a benefit plan's administrator or recordkeeper.

Financial service firms may provide or arrange for the provision of some or all of the shareholder servicing and account maintenance services required by specified benefit plan accounts and their plan participants, including, without limitation, transfers of registration and dividend payee changes. Moreover, financial service firms and specified benefit plans may have omnibus accounts and similar arrangements with the Trust and may be paid for providing sub-transfer agency and other services. A firm or specified benefit plan may be paid for its services directly or indirectly by the Fund or the Distributor (normally not to exceed an annual rate of 0.50% of the Fund's average daily net assets attributable to its Class R shares and purchased through such firm or specified benefit plan for its clients). PIMCO's affiliates may pay a financial service firm or specified benefit plan an additional amount not to exceed 0.25% for sub-transfer agency or other administrative services.

Certain fees and expenses could reduce an investment return in Class R Shares. For further information on Class R Shares and related items, please refer to the Statement of Additional Information.

Distribution and Servicing (12b-1) Plans

The Fund pays fees to the Distributor on an ongoing basis as compensation for the services the Distributor renders and the expenses it bears in connection with the sale and distribution of Fund shares ("distribution fees") and/or in connection with personal services rendered to Fund shareholders and the maintenance of shareholder accounts ("servicing fees"). These payments are made pursuant to Distribution and Servicing Plans ("12b-1 Plans") adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act").

There is a separate 12b-1 Plan for each class of shares offered in this prospectus. Class A shares pay only servicing fees. Class C shares pay both distribution and servicing fees. The following lists the maximum annual rates at which the distribution and/or servicing fees may be paid under each 12b-1 Plan (calculated as a percentage of the Fund's average daily net assets attributable to the particular class of shares):

Class A	Servicing Fee	Distribution Fee
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%	[__]%
Class C
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%	[__]%
Class R
PIMCO Emerging Markets Full Spectrum Bond Fund	[__]%	[__]%

Because distribution fees are paid out of the Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges, such as sales charges that are deducted at the time of investment. Therefore, although Class C shares do not pay initial sales charges, the distribution fees payable on Class C shares may, over time, cost you more than the initial sales charge imposed on Class A shares.

Payments to Financial Firms

Some or all of the sales charges, distribution fees and servicing fees described above are paid or "reallowed" to the broker, dealer or financial adviser (collectively, "financial firms") through which you purchase your shares. With respect to Class C shares, the financial firms are also paid at the time of your purchase a commission, depending upon the Fund involved, of up to 4.00% and 1.00%, respectively, of your investment in such share classes. Please see the Statement of Additional Information for more details. A financial firm is one that, in exchange for compensation, sells, among other products, mutual fund shares (including the shares offered in this prospectus) or provides services for mutual fund shareholders. Financial firms include brokers, dealers, insurance companies and banks.

In addition, the Distributor, PIMCO and their affiliates (for purposes of this subsection only, collectively, the "Distributor") may from time to time make payments such as cash bonuses or provide other incentives to selected financial firms as compensation for services such as, without limitation, providing the Fund with "shelf space" or a higher profile for the financial firms' financial consultants and their customers, placing the Fund on the financial firms' preferred or recommended fund list, granting the Distributor access to the financial firms' financial consultants, providing assistance in training and educating the financial firms' personnel, and furnishing marketing support and other specified services. These payments may be significant to the financial firms and may also take the form of sponsorship of seminars or informational meetings or payment for attendance by persons associated with the financial firms at seminars or informational meetings.

A number of factors will be considered in determining the amount of these payments to financial firms. On some occasions, such payments may be conditioned upon levels of sales, including the sale of a specified minimum dollar amount of the shares of the Fund, all other series of the Trust, other funds sponsored by the Distributor and/or a particular class of shares, during a specified period of time. The Distributor may also make payments to one or more participating financial firms based upon factors such as the amount of assets a financial firm's clients have invested in the Fund and the quality of the financial firm's relationship with the Distributor.

The payments described above are made at the Distributor's expense. These payments may be made to financial firms selected by the Distributor, generally to the financial firms that have sold significant amounts of shares of the Fund. The level of payments made to a financial firm in any given year will vary and generally will not exceed the sum of (a) 0.10% of such year's fund sales Class A, B, C and D shares by that financial firm and (b) 0.03% of the assets attributable to that financial firm invested in Class A, B, C and D shares of series of the Trust and PIMCO Equity Series. In certain cases, the payments described in the preceding sentence may be subject to certain minimum payment levels. In lieu of payments pursuant to the foregoing formulae, the Distributor may make payments of an agreed upon amount which normally will not exceed the amount that would have been payable pursuant to the formulae. In some cases, in addition to the payments described above, the Distributor will make payments for special events such as a conference or seminar sponsored by one of such financial firms.

If investment advisers, distributors or affiliates of mutual funds pay bonuses and incentives in differing amounts, financial firms and their financial consultants may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial firm and its financial consultants may also have a financial incentive for recommending a particular share class over other share classes. You should consult with your financial advisor and review carefully any disclosure by the financial firm as to compensation received by your financial advisor.

Wholesale representatives of the Distributor visit brokerage firms on a regular basis to educate financial advisors about the Fund and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.

From time to time, PIMCO or its affiliates may pay investment consultants or their parent or affiliated companies for certain services including technology, operations, tax, or audit consulting services, and may pay such firms for PIMCO's attendance at investment forums sponsored by such firms or for various studies, surveys, or access to databases. Subject to applicable law, PIMCO and its affiliates may also provide investment advisory services to investment consultants and their affiliates and may execute brokerage transactions on behalf of the Fund with such investment consultants or their affiliates. These consultants or their affiliates may, in the ordinary course of their investment consultant business, recommend that their clients utilize PIMCO's investment advisory services or invest in the Fund or in other products sponsored by PIMCO and its affiliates.

Although the Fund may use financial firms that sell Fund shares to effect transactions for the Fund's portfolio, the Fund and PIMCO will not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

For further details about payments made by the Distributor to financial firms, please see the Statement of Additional Information.

How Fund Shares Are Priced

The NAV of the Fund's Class A, Class C and Class R shares is determined by dividing the total value of a Fund's portfolio investments and other assets attributable to that class, less
any liabilities, by the total number of shares outstanding of that class.

The Fund's shares are valued as of the close of regular trading (normally 4:00 p.m., Eastern time) (the "NYSE Close") on each day that the New York Stock Exchange ("NYSE") is open. Information that becomes known to the Fund or its agents after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the price
of a security or the NAV determined earlier that day. The Fund reserves the right to change the time its respective NAVs are calculated if the Fund closes earlier, or as permitted by the SEC.

For purposes of calculating NAV, portfolio securities and other assets for which market quotes are readily available are valued at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or pricing services. The Fund will normally use pricing data for domestic equity securities received shortly after the NYSE Close and do not normally take into account trading, clearances or settlements that take place after the NYSE Close. A foreign equity security traded on a foreign exchange or on more than one exchange is typically valued using pricing information from the exchange considered by the managers to be the primary exchange. A foreign equity security will be valued as of the close of trading on the foreign exchange, or the NYSE Close, if the NYSE Close occurs before the end of trading on the foreign exchange. Domestic and foreign fixed income securities and non-exchange-traded derivatives are normally valued on the basis of quotes obtained from brokers and dealers or pricing services using data reflecting the earlier closing of the principal markets for those securities. Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Certain fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost. Exchange-traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. With respect to any portion of the Fund's assets that are invested in one or more open-end management investment companies, the Fund's NAV will be calculated based upon the NAVs of such investments.

If a foreign (non-U.S.) security's value has materially changed after the close of the security's primary exchange or principal market but before the NYSE Close, the security will be valued at fair value based on procedures established and approved by the Board of Trustees. Foreign securities that do not trade when the NYSE is open are also valued at fair value. The Fund may determine the fair value of investments based on information provided by pricing services and other third-party vendors, which may recommend fair value prices or adjustments with reference to other securities, indices or assets. In considering whether fair value pricing is required and in determining fair values, the Fund may, among other things, consider significant events (which may be considered to include changes in the value of U.S. securities or securities indices) that occur after the close of the relevant market and before the NYSE Close. The Fund may utilize modeling tools provided by third-party vendors to determine fair values of non-U.S. securities. Foreign exchanges may permit trading in foreign securities on days when the Trust is not open for business, which may result in the Fund's portfolio investments being affected when you are unable to buy or sell shares.

Senior secured floating rate loans for which an active secondary market exists to a reliable degree will be valued at the mean of the last available bid and asked price in the market for such loans, as provided by a loan pricing service. Senior secured floating rate loans for which an active secondary market does mot exist to a reliable degree will be valued at fair value, which is intended to approximate market value. In valuing a senior secured floating rate loan at fair value, the factors considered include, but are not limited to, the following: (a) the creditworthiness of the borrower and any intermediate participants, (b) the terms of the loan, (c) recent prices in the market for similar loans, if any, and (d) recent prices in the market for instruments of similar quality, rate, period until mext interest rate reset and maturity.

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund's shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares.

Securities and other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Board of Trustees or persons acting at their direction. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated to PIMCO the responsibility for applying the valuation methods. For instance, certain securities or investments for which daily market quotes are not readily available may be valued, pursuant to guidelines established by the Board of Trustees, with reference to other securities or indices. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the valuation methods, the value of the security or asset will be determined in good faith by the Valuation Committee of the Board of Trustees, generally based upon recommendations provided by PIMCO.

Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/ask information, broker quotes), including where events occur after the close of the relevant market, but prior to the Fund's NAV calculation time, that materially affect the values of the Fund's securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade do not open for trading for the entire day and no other market prices are available. The Board has delegated to PIMCO the responsibility for monitoring significant events that may materially affect the values of the Fund's securities or assets and for determining whether the value of the applicable securities or assets should be reevaluated in light of such significant events.

When the Fund uses fair value pricing to determine its NAV, securities will not be priced on the basis of quotes from the primary market in which they are traded, but rather may be priced by another method that the Board of Trustees or persons acting at their direction believe accurately reflects fair value. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of the Fund's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Board of Trustees or persons acting at their direction would accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value that would be realized if the securities were sold. The Fund's use of fair valuation may also help to deter "stale price arbitrage" as discussed below under "Abusive Trading Practices."

Under certain circumstances, the per share NAV of a class of the Fund's shares may be different from the per share NAV of another class of shares as a result of the different daily expense accruals applicable to each class of shares. Generally, when the Fund pays income dividends, those dividends are expected to differ over time by approximately the amount of the expense accrual differential between the classes.

How to Buy and Sell Shares

The following section provides basic information about how to buy, sell (redeem) and exchange shares of the Fund.

More detailed information about purchase, redemption and exchange arrangements for Fund shares is provided in the Statement of Additional Information, which can be obtained free of charge by written request to the Fund at P.O. Box 55060, Boston, MA 02205-5060, visiting
pimco.com/investments, or by calling 888.87.PIMCO. The Statement of Additional Information provides technical information about the basic arrangements described below and also describes special purchase, sale and exchange features and programs offered by the Trust, including:

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Automated telephone and wire transfer procedures

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Automatic purchase, exchange and withdrawal programs

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Programs that establish a link from your Fund account to your bank account

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Special arrangements for tax-qualified retirement plans

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Investment programs which allow you to reduce or eliminate the initial sales charges

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Categories of investors that are eligible for waivers or reductions of initial sales charges and CDSCs

If you do not list a financial advisor and his/her brokerage firm on the account application, the Distributor is designated as the broker of record, but solely for purposes of acting as your agent to purchase shares.

Calculation of Share Price and Redemption Payments

When you buy shares of the Fund, you pay a price equal to the NAV of the shares, plus any applicable sales charge. When you sell (redeem) shares, you receive an amount equal to the NAV of the shares, minus any applicable CDSC and/or redemption fees. The NAV is determined at the close of regular trading (normally 4:00 p.m., Eastern time) on each day the NYSE is open. See "How Fund Shares Are Priced" above for details. Generally, purchase and redemption orders for Fund shares are processed at the NAV next calculated after your order is received by the Distributor or Transfer Agent. There are certain exceptions where an order is received by a broker or dealer prior to the NYSE Close and then transmitted to the Distributor or Transfer Agent after the NAV has been calculated for that day (in which case the order may be processed according to that day's NAV). Please see the Statement of Additional Information for details.

The Trust does not calculate NAVs or process orders on days when the NYSE is closed. If your purchase or redemption order is received by the Distributor or Transfer Agent on a day when the NYSE is closed, it will be processed on the next succeeding day when the NYSE is open (according to the succeeding day's NAV).

Buying Shares—Classes A and C Shares

You can buy Class A or Class C shares of the Fund in the following ways:

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Through your broker, dealer or other financial intermediary. Your broker, dealer or other intermediary may establish higher minimum investment requirements than the Trust and may also independently charge you transaction fees and additional amounts (which may vary) in return for its services, which will reduce your return. Shares you purchase through your broker, dealer or other intermediary will normally be held in your account with that firm.

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Through the Distributor. You should discuss your investment with your financial advisor before you make a purchase to be sure the Fund is appropriate for you. To make direct investments, you must open an account with the Fund and send payment for your shares either by mail or through a variety of other purchase options and plans offered by the Trust. If you do not list a financial advisor and his/her brokerage firm on the account application, the Distributor is designated as the broker of record, but solely for purposes of acting as your agent to purchase shares.

If you wish to invest directly by mail, please send a check payable to PIMCO Family of Funds, along with a completed application form to the Trust by regular mail to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or overnight mail to PIMCO Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809.

The Fund accepts all purchases by mail subject to collection of checks at full value and conversion into federal funds. You may make subsequent purchases by mailing a check to the address above with a letter describing the investment or with the additional investment portion of a confirmation statement. Checks for subsequent purchases should be payable to PIMCO Family of Funds and should clearly indicate your account number. Please call the Fund at 888.87.PIMCO if you have any questions regarding purchases by mail.

The Fund reserves the right to require payment by wire, Automatic Clearing House (ACH) or U.S. bank check. The Fund generally does not accept payments made by cash, money order, temporary/starter checks, third-party checks, credit card checks, traveler's checks, or checks drawn on non-U.S. banks even if payment may be effected through a U.S. bank.

The Statement of Additional Information describes a number of additional ways you can make direct investments, including through the PIMCO Funds Automated Investment Plan and ACH Network. You can obtain the Statement of Additional Information free of charge from the Fund by written request to the address above or by calling 888.87.PIMCO.

The Trust typically does not offer or sell its shares to non-U.S. residents. For purposes of this policy, a U.S. resident is defined as an account with (i) a U.S. address of record and (ii) all account owners residing in the U.S. at the time of sale.

The Distributor, in its sole discretion, may accept or reject any order for purchase of Fund shares. In the interest of economy and convenience, certificates for shares will not be issued.

Buying Shares—Class R Shares

Class R shares of the Fund are continuously offered to specified benefit plans. See "Class R shares—Specified Benefit Plans" above. Plan participants may purchase Class R shares only through their specified benefit plans. In connection with purchases, specified benefit plans are responsible for forwarding all necessary documentation to their financial service firm or the Distributor. Specified benefit plans and financial service firms may charge for such services.

Specified benefit plans may also purchase Class R shares directly from the Distributor. To make direct investments, a plan administrator must open an account with the Distributor and send payment for Class R shares either by mail or through a variety of other purchase options and plans offered by the Trust. Specified benefit plans that purchase their shares directly from the Trust must hold their shares in an omnibus account at the specified benefit plan level.

Specified benefit plans which wish to invest directly by mail should send a check payable to PIMCO Family of Funds, along with a completed application form to the Trust by regular mail to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or overnight mail to PIMCO Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809.

The Fund accepts all purchases by mail subject to collection of checks at full value and conversion into federal funds. Investors may make subsequent purchases by mailing a check to the address above with a letter describing the investment or with the additional investment portion of a confirmation statement. Checks for subsequent purchases should be payable to PIMCO Family of Funds and should clearly indicate the relevant account number. Please call the Fund at 888.87.PIMCO if you have any questions regarding purchases by mail.

Class R shares of the Fund will be held in a plan participant's account (which in turn may hold Class R shares through the account of a financial service firm) and, generally, specified benefit plans will hold Class R shares (either directly or through a financial service firm) in nominee or street name as the participant's agent. In most cases, the Trust's Transfer Agent, Boston Financial Data Services, Inc., will have no information with respect to or control over accounts of specific Class R shareholders and participants may obtain information about their accounts only through their plan.

The Trust typically does not offer or sell its shares to non-U.S. residents. For purposes of this policy, a U.S. resident is defined as an account with (i) a U.S. address of record and (ii) all account owners residing in the U.S. at the time of sale.

The Distributor, in its sole discretion, may accept or reject any order for purchase of the Fund shares. No share certificates will be issued unless specifically requested in writing.

Investment Minimums

The following investment minimums apply for purchases of Class A and Class C shares.

The minimum initial investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The Trust or the Distributor may lower or waive the minimum initial or subsequent investment for certain categories of investors at their discretion.

There is no minimum initial or additional investment in Class R shares because Class R shares may only be purchased through omnibus accounts.

Abusive Trading Practices

The Trust encourages shareholders to invest in the Fund as part of a long-term investment strategy and discourages excessive, short-term trading and other abusive trading practices, sometimes referred to as "market timing." However, because the Trust will not always be able to detect market timing or other abusive trading activity, investors should not assume that the Trust will be able to detect or prevent all market timing or other trading practices that may disadvantage the Fund.

Certain of the Fund's investment strategies may expose the Fund to risks associated with market timing activities. For example, since the Fund may invest in non-U.S. securities, it may be subject to the risk that an investor may seek to take advantage of a delay between the change in value of the Fund's non-U.S. portfolio securities and the determination of the Fund's NAV as a result of different closing times of U.S. and non-U.S. markets by buying or selling Fund shares at a price that does not reflect their true value. A similar risk exists for the Fund's potential investment in securities of small capitalization companies, securities of issuers located in emerging markets or high yield securities that are thinly traded and therefore may have actual values that differ from their market prices.

To discourage excessive, short-term trading and other abusive trading practices, the Trust's Board of Trustees has adopted policies and procedures reasonably designed to detect and prevent short-term trading activity that may be harmful to the Fund and its shareholders. Such activities may have a detrimental effect on the Fund and its shareholders. For example, depending upon various factors such as the size of the Fund and the amount of its assets maintained in cash, short-term or excessive trading by Fund shareholders may interfere with the efficient management of the Fund's portfolio, increase transaction costs and taxes, and may harm the performance of the Fund and its shareholders.

The Trust seeks to deter and prevent abusive trading practices, and to reduce these risks, through several methods.

First, to the extent that there is a delay between a change in the value of a mutual fund's portfolio holdings, and the time when that change is reflected in the NAV of the fund's shares, the fund is exposed to the risk that investors may seek to exploit this delay by purchasing or redeeming shares at NAVs that do not reflect appropriate fair value prices. The Trust seeks to deter and prevent this activity, sometimes referred to as "stale price arbitrage," by the appropriate use of "fair value" pricing of the Fund's portfolio securities. See "How Fund Shares Are Priced" below for more information.

Second, the Trust seeks to monitor shareholder account activities in order to detect and prevent excessive and disruptive trading practices. The Trust and PIMCO each reserves the right to restrict or refuse any purchase or exchange transaction if, in the judgment of the Trust or of PIMCO, the transaction may adversely affect the interests of the Fund or its shareholders. Among other things, the Trust may monitor for any patterns of frequent purchases and sales that appear to be made in response to short-term fluctuations in share price. Notice of any restrictions or rejections of transactions may vary according to the particular circumstances.

Although the Trust and its service providers seek to use these methods to detect and prevent abusive trading activities, and although the Trust will consistently apply such methods, there can be no assurances that such activities can be mitigated or eliminated. By their nature, omnibus accounts, in which purchases and sales of Fund shares by multiple investors are aggregated for presentation to the Fund on a net basis, conceal the identity of the individual investors from the Fund. This makes it more difficult for the Fund to identify short-term transactions in the Fund.

Minimum Account Size

Due to the relatively high cost to the Fund of maintaining small accounts, you are asked to maintain an account balance in the Fund in which you invest of at least the minimum investment necessary to open the particular type of account. If your balance for the Fund remains below the minimum for three months or longer, the Administrator has the right (except in the case of employer-sponsored retirement accounts) to redeem your remaining shares and close that Fund account after giving you 60 days to increase your balance. Your Fund account will not be liquidated if the reduction in size is due solely to a decline in market value of your Fund shares or if the aggregate value of all your PIMCO Equity Series and PIMCO Funds accounts exceeds $50,000.

Exchanging Shares

You may exchange your Class A, Class C or Class R shares of the Fund for the same Class of shares of any other fund of the Trust or a fund of PIMCO Equity Series that offers the same class of shares, subject to any restriction on exchanges set forth in the applicable fund's prospectus. Shareholders interested in such an exchange may request a prospectus for these other funds by contacting the Trust.

Exchanges of Class A and C shares are subject to a $1,000 minimum for the Fund, except with respect to tax-qualified programs and exchanges effected through the PIMCO Funds Automatic Investment Plan. Specified benefit plans or financial service firms may impose various fees and charges, investment minimums and other requirements with respect to exchanges of Class R shares. In addition, an exchange is generally a taxable event which will generate capital gains or losses, and special rules may apply in computing tax basis when determining gain or loss. See "Tax Consequences" in this prospectus and "Taxation" in the Statement of Additional Information. If you maintain your account with the Fund, you may exchange shares by completing a written exchange request and sending it to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or by calling the Funds at 888.87.PIMCO.

Shares of one class of the Fund may also be exchanged directly for shares of another class of the Fund, subject to any applicable sales charge, as described in the Statement of Additional Information.

The Trust reserves the right to refuse exchange purchases (or purchase and redemption and/or redemption and purchase transactions) if, in the judgment of PIMCO, the transaction would adversely affect the Fund and its shareholders. Although the Trust has no current intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Except as otherwise permitted by the SEC, the Trust will give you 60 days' advance notice if it exercises its right to terminate or materially modify the exchange privilege with respect to Class A, C and R shares.

The Statement of Additional Information provides more detailed information about the exchange privilege, including the procedures you must follow and additional exchange options. You can obtain the Statement of Additional Information free of charge from the Fund by written request to the address above, by visiting pimco.com/investments or by calling 888.87.PIMCO.

Selling Shares—Class A and C Shares

You can sell (redeem) Class A or Class C shares of the Fund in the following ways:

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Through your broker, dealer or other financial intermediary. Your broker, dealer or other intermediary may independently charge you transaction fees and additional amounts in return for its services, which will reduce your return.

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Directly from the Trust by Written Request. To redeem shares directly from the Trust by written request (whether or not the shares are represented by certificates), you must send the following items to the Trust's Transfer Agent, Boston Financial Data Services, Inc., P.O. Box 55060, Boston, MA 02205-5060:

1.

a written request for redemption signed by all registered owners exactly as the account is registered on the Transfer Agent's records, including fiduciary titles, if any, and specifying the account number and the dollar amount or number of shares to be redeemed;

2.

for certain redemptions described below, a guarantee of all signatures on the written request or on the share certificate or accompanying stock power, if required, as described under "Signature Validation" below;

3.

any share certificates issued for any of the shares to be redeemed (see "Certificated Shares" below); and

4.

any additional documents which may be required by the Transfer Agent for redemption by corporations, partnerships or other organizations, executors, administrators, trustees, custodians or guardians, or if the redemption is requested by anyone other than the shareholder(s) of record. Transfers of shares are subject to the same requirements.

A signature validation is not required for redemptions requested by and payable to all shareholders of record for the account, and to be sent to the address of record for that account. To avoid delay in redemption or transfer, if you have any questions about these requirements you should contact the Transfer Agent in writing or call 888.87.PIMCO before submitting a request. Written redemption or transfer requests will not be honored until all required documents in the proper form have been received by the Transfer Agent. You can not redeem your shares by written request if they are held in broker "street name" accounts—you must redeem through your broker.

If the proceeds of your redemption (i) are to be paid to a person other than the record owner, (ii) are to be sent to an address other than the address of the account on the Transfer Agent's records, and/or (iii) are to be paid to a corporation, partnership, trust or fiduciary, the signature(s) on the redemption request and on the certificates, if any, or stock power must be guaranteed as described under "Signature Validation" below. The Distributor may, however, waive the signature validation requirement for redemptions up to $2,500 by a trustee of a qualified retirement plan, the administrator for which has an agreement with the Distributor.

The Statement of Additional Information describes a number of additional ways you can redeem your shares, including:

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Telephone requests to the Transfer Agent

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Expedited wire transfers

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Automatic Withdrawal Plan

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ACH Network

Unless you specifically elect otherwise, your initial account application permits you to redeem shares by telephone subject to certain requirements. To be eligible for expedited wire transfer, Automatic Withdrawal Plan, and ACH, you must specifically elect the particular option on your account application and satisfy certain other requirements. The Statement of Additional Information describes each of these options and provides additional information about selling shares.

Other than an applicable CDSC or a redemption fee, you will not pay any special fees or charges to the Trust or the Distributor when you sell your shares. However, if you sell your shares through your broker, dealer or other financial intermediary, that firm may charge you a commission or other fee for processing your redemption request.

Selling Shares—Class R Shares

Class R shares may be redeemed through the investor's plan administrator on any day the NYSE is open. Investors do not pay any fees or other charges to the Trust or the Distributor when selling shares, although specified benefit plans and financial service firms may charge for their services in processing redemption requests. Please contact the plan or firm for details.

Subject to any restrictions in the applicable specified benefit plan documents, plan administrators are obligated to transmit redemption orders to the Distributor or their financial service firm promptly and are responsible for ensuring that redemption requests are in proper form. Specified benefit plans and financial service firms will be responsible for furnishing all necessary documentation to the Distributor or the Trust's Transfer Agent and may charge for their services. Redemption proceeds will be forwarded to the specified benefit plan or financial service firm as promptly as possible and in any event within seven days after the redemption request is received by the Transfer Agent or Distributor in good order.

Other Redemption Information

Redemptions of all Classes of Fund shares may be suspended when trading on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period as permitted by the SEC for the protection of investors, as provided in Section 22(e), and rules thereunder, of the 1940 Act. Under these and other unusual circumstances, the Trust may suspend redemptions or postpone payment for more than seven days, as permitted by law.

For shareholder protection, a request to change information contained in an account registration (for example, a request to change the bank designated to receive wire redemption proceeds) must be received in writing, signed by the minimum number of persons designated on the completed application that are required to effect a redemption, and accompanied by a signature guarantee from any eligible guarantor institution, as determined in accordance with the Trust's procedures, as more fully described below. A signature guarantee cannot be provided by a notary public. In addition, corporations, trusts, and other institutional organizations are required to furnish evidence of the authority of the persons designated on the completed application to effect transactions for the organization.

Retirement plan sponsors, participant recordkeeping organizations and other financial intermediaries may also impose their own restrictions, limitations or fees in connection with transactions in the Fund's shares, which may be stricter than those described in this section. You should contact your plan sponsor, recordkeeper or financial intermediary for more information on any additional restrictions, limitations or fees are imposed in connection with transactions in Fund shares.

Timing of Redemption Payments

Redemption proceeds will normally be mailed to the redeeming shareholder within seven calendar days or, in the case of wire transfer or Fund Link redemptions, sent to the designated bank account within one business day. Fund Link redemptions may be received by the bank on the second or third business day. In cases where shares have recently been purchased by personal check, redemption proceeds may be withheld until the check has been collected, which may take up to 15 days. To avoid such withholding, investors should purchase shares by certified or bank check or by wire transfer.

Redemptions In Kind

The Trust will redeem shares of the Fund solely in cash up to the lesser of $250,000 or 1% of the Fund's net assets during any 90-day period for any one shareholder. In consideration of the best interests of the remaining shareholders, the Trust may pay any redemption proceeds exceeding this amount in whole or in part by a distribution in kind of securities held by the Fund in lieu of cash. It is highly unlikely that your shares would ever be redeemed in kind. If your shares are redeemed in kind, you should expect to incur transaction costs upon the disposition of the securities received in the distribution.

Certificated Shares

If you are redeeming shares for which certificates have been issued, the certificates must be mailed to or deposited with the Trust, duly endorsed or accompanied by a duly endorsed stock power or by a written request for redemption. Signatures must be guaranteed as described under "Signature Guarantee" below. The Trust may request further documentation from institutions or fiduciary accounts, such as corporations, custodians (e.g., under the Uniform Gifts to Minors Act), executors, administrators, trustees or guardians. Your redemption request and stock power must be signed exactly as the account is registered, including indication of any special capacity of the registered owner.

Signature Validation

When a signature validation is called for, a Medallion signature guarantee or Signature validation program (SVP) stamp will be required. A Medallion signature guarantee is intended to provide signature validation for transactions considered financial in nature, and an SVP stamp is intended to provide signature validation for transactions non-financial in nature. A Medallion signature guarantee or SVP stamp may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution which is participating in a Medallion program or Signature validation program recognized by the Securities Transfer Association. Signature validations from financial institutions which are not participating in one of these programs will not be accepted.

Please note that financial institutions participating in a recognized Medallion program may still be ineligible to provide a signature validation for transactions of greater than a specified dollar amount. The Trust may change the signature validation requirements from time to time upon notice to shareholders, which may be given by means of a new or supplemented prospectus. Shareholders should contact PIMCO Funds for additional details regarding the Fund's signature validation requirements.

Signature validation cannot be provided by a notary public. In addition, corporations, trusts, and other institutional organizations are required to furnish evidence of the authority of the persons designated on the Account Application Form to effect transactions for the organization. 

Verification of Identity

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:

1.

Name;

2.

Date of birth (for individuals);

3.

Residential or business street address; and

4.

Social security number, taxpayer identification number, or other identifying number.

Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

Individuals may also be asked for a copy of their driver's license, passport or other identifying document in order to verify their identity. In addition, it may be necessary to verify an individual's identity by cross-referencing the identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account and redeem your shares or take other appropriate action if it is unable to verify your identity within a reasonable time.

Request for Multiple Copies of Shareholder Documents

To reduce expenses, it is intended that only one copy of the Fund's prospectus and each annual and semi-annual report, when available, will be mailed to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents and your shares are held directly with the Trust, call the Trust at 1-866-746-2602. You will receive the additional copy within 30 days after receipt of your request by the Trust. Alternatively, if your shares are held through a financial institution, please contact the financial institution directly.

Fund Distributions

The Fund distributes substantially all of its net investment income to shareholders in the form of dividends. You begin earning dividends on Fund shares the day after the Trust receives your purchase payment. Dividends paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the service and/or distribution fees applicable to certain classes of shares. The Fund intends to declare income dividends daily and distribute income dividends monthly to shareholders of record.

In addition, the Fund distributes any net capital gains it earns from the sale of portfolio securities to shareholders no less frequently than annually. Net short-term capital gains may be paid more frequently.

If you elect to receive Fund distributions in cash and the postal or other delivery service is unable to deliver checks to your address of record, the Trust's Transfer Agent will hold the returned checks for your benefit in a non-interest bearing account.

For the Fund, if a purchase order for shares is received prior to 12:00 noon, Eastern time, and payment in federal funds is received by the Transfer Agent by the close of the federal funds wire on the day the purchase order is received, dividends will accrue starting that day. If a purchase order is received after 12:00 noon, Eastern time, and payment in federal funds is received by the Transfer Agent by the close of the federal funds wire on the day the purchase order is received, or as otherwise agreed to by the Trust, the order will be effected at that day's NAV, but dividends will not begin to accrue until the following business day.

You can choose from the following distribution options:

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Reinvest all distributions in additional shares of the same class of your Fund at NAV. This will be done unless you elect another option.

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Invest all distributions in shares of the same class of any other fund of the Trust, PIMCO Equity Series, which offers that class at NAV. You must have an account existing in the fund selected for investment with the identical registered name. You must elect this option on your account application or by a telephone request to the Transfer Agent at 888.87.PIMCO.

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Receive all distributions in cash (either paid directly to you or credited to your account with your broker or other financial intermediary). You must elect this option on your account application or by a telephone request to the Transfer Agent at 888.87.PIMCO.

You do not pay any sales charges on shares you receive through the reinvestment of Fund distributions.

Tax Consequences

The following information is meant as a general summary for U.S. taxpayers. Please see the Statement of Additional Information for additional information. You should rely on your own tax adviser for advice about the particular federal, state and local tax consequences to you of investing in the Fund.

The Fund will distribute substantially all of its income and gains to its shareholders every year, and shareholders will be taxed on distributions they receive unless the distribution is derived from tax-exempt income and is reported as an "exempt-interest dividend."

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Taxes on Fund Distributions. A shareholder subject to U.S. federal income tax will be subject to tax on taxable Fund distributions of taxable income or capital gains whether they are paid in cash or reinvested in additional shares of the Fund. For federal income tax purposes, taxable Fund distributions will be taxable to the shareholder as either ordinary income or capital gains.

Fund taxable dividends (i.e., distributions of investment income) are generally taxable to shareholders as ordinary income. Under current law (scheduled to expire after 2012), a portion of distributions may be qualified dividends taxable at lower rates for individual shareholders. Federal taxes on Fund distributions of gains are determined by how long the Fund owned the investments that generated the gains, rather than how long a shareholder has owned the shares. Distributions of gains from investments that the Fund owned for more than one year will generally be taxable to shareholders as long-term capital gains. Distributions of gains from investments that the Fund owned for one year or less will generally be taxable as ordinary income.

Taxable Fund distributions are taxable to shareholders even if they are paid from income or gains earned by the Fund prior to the shareholder's investment and thus were included in the price paid for the shares. For example, a shareholder who purchases shares on or just before the record date of the Fund distribution will pay full price for the shares and may receive a portion of his or her investment back as a taxable distribution.

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Taxes on redemption or exchanges of shares. You will generally have a taxable capital gain or loss if you dispose of your Fund shares by redemption, exchange or sale. The amount of the gain or loss and the rate of tax will depend primarily upon how much you pay for the shares, how much you sell them for, and how long you
hold them. When you exchange shares of a Fund for shares of another Fund, the transaction will be treated as a sale of the Fund shares for these purposes, and any gain on those shares will generally be subject to federal income tax.

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Returns of capital. If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

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A Note on the Fund. The Fund's use of a fund of funds structure could affect the amount, timing and character of distributions to shareholders, and may therefore increase the amount of taxes payable by shareholders.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds. One of the requirements for favorable tax treatment as a regulated investment company under the Code is that each Underlying PIMCO Fund derive at least 90% of its gross income from certain qualifying sources of income. The IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. As such, each Underlying PIMCO Fund's ability to utilize direct investments in commodity-linked swaps, commodities or other commodity derivatives as part of its investment strategy is limited to a maximum of 10 percent of its gross income.

However, in a subsequent revenue ruling, the IRS provides that income from alternative investment instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. The IRS has also issued private letter rulings in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. In addition, the IRS has also issued private letter rulings which the IRS specifically concluded that income derived from an investment in a subsidiary will also constitute qualifying income to the Underlying PIMCO Fund, even if that subsidiary itself owns commodity-linked swaps. Based on the reasoning in such rulings, the Underlying PIMCO Funds will continue to seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and through investments in their respective Subsidiary.

It should be noted, however, that the IRS has suspended the issuance of these private letter rulings. There can be no assurance that the IRS will not change its position with respect to some or all of these issues or that future legislation will not adversely impact the tax treatment of an Underlying PIMCO Fund's commodity-linked investments. If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes or from investments in subsidiaries does not constitute qualifying income and if such positions were upheld or if future legislation were to adversely affect the tax treatment of Underlying PIMCO Fund investments, then the Underlying PIMCO Funds might cease to qualify as regulated investment companies and would be required to reduce their exposure to such investments which might result in difficulty in implementing their investment strategies. If such Underlying PIMCO Funds did not qualify as a regulated investment companies for any taxable year, their taxable income would be subject to tax at the Underlying PIMCO Fund level at regular corporate tax rates (without reduction for distributions to shareholders) and to a further tax at the shareholder level when such income is distributed.

Furthermore, the tax treatment of commodity-linked notes, other commodity-linked derivatives, and an Underlying PIMCO Fund's investments in its Subsidiary may otherwise be adversely affected by future legislation, Treasury Regulations and/or guidance issued by the IRS. Such developments could affect the character, timing and/or amount of the Underlying PIMCO Fund's taxable income or any distributions made by the Underlying PIMCO Fund or result in the inability of the Underlying PIMCO Fund to operate as described in its Prospectus.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Tax Managed Real Return Fund, PIMCO Real Return Asset Fund, and PIMCO RealEstateRealReturn Strategy Fund, Underlying PIMCO Funds. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in each affected Underlying PIMCO Fund's gross income. Due to original issue discount, each affected Underlying PIMCO Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause each affected Underlying PIMCO Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.

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A Note on the PIMCO Tax Managed Real Return Fund, an Underlying PIMCO Fund. Dividends paid to shareholders of the Underlying PIMCO Fund are expected to be designated by the Underlying PIMCO Fund as "exempt-interest dividends" to the extent that such dividends are derived from Municipal Bond interest and shareholders may generally exclude such dividends from gross income for federal income tax purposes. The federal tax exemption for "exempt-interest dividends" from Municipal Bonds does not necessarily result in the exemption of such dividends from state and local taxes. The Underlying PIMCO Fund will invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax. Dividends derived from taxable interest or capital gains will be subject to federal income tax and will be subject to state tax in most states. The payment of a portion of the Underlying PIMCO Fund's dividends as dividends exempt from federal income tax will not provide additional tax benefits to investors in tax-sheltered retirement plans or individuals not subject to federal income tax.

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Cost basis information. For shares of the Fund redeemed after January 1, 2012, your financial intermediary or the Fund (if you hold your shares in a Fund direct account) will report gains and losses realized on redemptions of shares for shareholders who are individuals and S corporations purchased after January 1, 2012 to the Internal Revenue Service (IRS). This information will also be reported to you on Form 1099-B and the IRS each year. In calculating the gain or loss on redemptions of shares, the average cost method will be used to determine the cost basis of Fund shares purchased after January 1, 2012 unless you instruct the Fund in writing that you want to use another available method for cost basis reporting (for example, First In, First Out (FIFO), Last In, First Out (LIFO), Specific Lot Identification (SLID) or High Cost, First Out (HIFO)). If you designate SLID as your cost basis method, you will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Fund will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals made after January 1, 2012.

Your financial intermediary or the Fund (if you hold your shares in a Fund direct account) is also required to report gains and losses to the IRS in connection with redemptions of shares by S corporations purchased after January 1, 2012. If a shareholder is a corporation and has not instructed the Fund that it is a C corporation in its account application or by written instruction, the Fund will treat the shareholder as an S corporation and file a Form 1099-B.

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Backup withholding. The Fund may be required to withhold U.S. federal income tax on all taxable distributions payable to shareholders if they fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or if they have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.

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Foreign withholding taxes. The Fund may be subject to foreign withholding or other foreign taxes, which in some cases can be significant on any income or gain from investments in foreign securities. In that case, the Fund's total return on those securities would be decreased. The Fund may generally deduct these taxes in computing its taxable income. Rather than deducting these foreign taxes, if the Fund invests more than 50% of its assets in the stock or securities of foreign corporations or foreign governments at the end of its taxable year, it may make an election to treat a proportionate amount of eligible foreign taxes as constituting a taxable distribution to each shareholder, which would, subject to certain limitations, generally allow the shareholder to either (i) credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) take that amount as an itemized deduction. Although in some cases the Fund may be able to apply for a refund of a portion of such taxes, the ability to successfully obtain such a refund may be uncertain.

Any foreign shareholders would (with certain exceptions) generally be subject to U. S. tax withholding of 30% (or lower applicable treaty rate) on taxable distributions from the Fund.

This "Tax Consequences" section relates only to federal income tax; the consequences under other tax laws may differ. Shareholders should consult their tax advisors as to the possible application of foreign, state and local income tax laws to Fund dividends and capital distributions. Please see the Statement of Additional Information for additional information regarding the tax aspects of investing in the Fund.

Characteristics and Risks of Securities and Investment Techniques

As the Fund may invest in shares of the Acquired Funds, the risks of investing in the Fund may be closely related to the risks associated with the Acquired Funds and their investments. However, as the Fund may also invest its assets directly in Fixed Income Instruments, equity securities, forwards or derivatives, such as options, futures contracts or swap agreements, other affiliated or unaffiliated funds, and other investments, the Fund may be directly exposed to certain risks described below.

This section provides additional information about some of the principal investments and related risks of the Fund and of certain Acquired Funds described under "Fund Summary" and "Description of Principal Risks" above. It also describes characteristics and risks of additional securities and investment techniques that may be used by the Fund and certain Acquired Funds from time to time. Generally, the characteristics and risks of securities and investment techniques that may be used by the Acquired Funds from time to time are similar to those described below. However, the risks associated with an Acquired Fund's investments are described more fully in each Acquired Fund's prospectus. Accordingly, please see an Acquired Fund's prospectus for a more complete description of the Acquired Fund and the risks associated with its investments.

Most of the securities and investment techniques described herein are discretionary, which means that PIMCO, or in the case of a fund that is not managed by PIMCO, such fund's investment adviser and sub-adviser, as applicable, can decide whether to use them or not. This prospectus does not attempt to disclose all of the various types of securities and investment techniques that may be used by the Fund or Acquired Funds. As with any mutual fund, investors in the Fund rely on the professional investment judgment and skill of PIMCO and the individual portfolio managers. Please see "Investment Objectives and Policies" in the Statement of Additional Information for more detailed information about the securities and investment techniques described in this section and about other strategies and techniques that may be used by the Fund.

Investment Selection

In selecting investments for the Fund, PIMCO develops an outlook for interest rates, currency exchange rates and the economy, analyzes credit and call risks, and uses other investment selection techniques. The proportion of the Fund's assets committed to investments with particular characteristics (such as country of issue or domicile, currency, quality, sector, interest rate or maturity) varies based on PIMCO's outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

In selecting securities for an Underlying PIMCO Fund, PIMCO develops an outlook for interest rates, currency exchange rates and the economy; analyzes credit and call risks, and uses other security selection techniques. The proportion of the Underlying PIMCO Fund's assets committed to investment in securities with particular characteristics (such as country of issue or domicile, currency, quality, sector, interest rate or maturity) varies based on PIMCO's outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

With respect to fixed income investing, PIMCO attempts to identify areas of the bond market that are undervalued relative to the rest of the market. PIMCO identifies these areas by grouping Fixed Income Instruments into sectors such as money markets, governments, corporates, mortgages, asset-backed and international. In seeking to identify undervalued currencies, PIMCO may consider many factors, including but not limited to longer-term analysis of relative interest rates, inflation rates, real exchange rates, purchasing power parity, trade account balances and current account balances, as well as other factors that influence exchange rates such as flows, market technical trends and government policies. Sophisticated proprietary software then assists in evaluating sectors and pricing specific investments. Once investment opportunities are identified, PIMCO will shift assets among sectors depending upon changes in relative valuations, credit spreads and other factors. There is no guarantee that PIMCO's investment selection techniques will produce the desired results.

Investors should be aware that the investments made by the Fund and the results achieved by the Fund at any given time are not expected to be the same as those made by other funds for which PIMCO acts as investment adviser, including funds with names, investment objectives and policies similar to the Fund.

Fixed Income Instruments

"Fixed Income Instruments," as used generally in this prospectus, includes:

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securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises ("U.S. Government Securities");

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corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;

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mortgage-backed and other asset-backed securities;

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inflation-indexed bonds issued both by governments and corporations;

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structured notes, including hybrid or "indexed" securities and event-linked bonds;

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bank capital and trust preferred securities;

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loan participations and assignments;

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delayed funding loans and revolving credit facilities;

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bank certificates of deposit, fixed time deposits and bankers' acceptances;

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repurchase agreements on Fixed Income Instruments and reverse repurchase agreements on Fixed Income Instruments;

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debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;

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obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and

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obligations of international agencies or supranational entities.

Securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury.

The Fund, to the extent permitted under the 1940 Act, or exemptive relief therefrom, may invest in derivatives based on Fixed Income Instruments.

Duration

Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates. The longer a security's duration, the more sensitive it will be to changes in interest rates. Similarly, 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. By way of example, the price of a bond fund with an average duration of five years would be expected to fall approximately 5% if interest rates rose by one percentage point. Conversely, the price of a bond fund with an average duration of negative three years would be expected to rise approximately 3% if interest rates rose by one percentage point. The maturity of a security, another commonly used measure of price sensitivity, measures only the time until final payment is due, whereas duration takes into account the pattern of all payments of interest and principal on a security over time, including how these payments are affected by prepayments and by changes in interest rates, as well as the time until an interest rate is reset (in the case of variable-rate securities). PIMCO uses an internal model for calculating duration, which may result in a different value for the duration of an index compared to the duration calculated by the index provider or another third party.

U.S. Government Securities

U.S. Government Securities are obligations of, or guaranteed by, the U.S. Government, its agencies or government-sponsored enterprises. The U.S. Government does not guarantee the NAV of the Fund's shares. U.S. Government Securities are subject to market and interest rate risk, as well as varying degrees of credit risk. Some U.S. Government Securities are issued or guaranteed by the U.S. Treasury and are supported by the full faith and credit of the United States. Other types of U.S. Government Securities are supported by the full faith and credit of the United States (but not issued by the U.S. Treasury). These securities may have less credit risk than U.S. Government Securities not supported by the full faith and credit of the United States. Such other types of U.S. Government Securities are: (1) supported by the ability of the issuer to borrow from the U.S. Treasury; (2) supported only by the credit of the issuing agency, instrumentality or government-sponsored corporation; or (3) supported by the United States in some other way. These securities may be subject to greater credit risk. U.S. Government Securities include zero coupon securities, which tend to be subject to greater market risk than interest-paying securities of similar maturities.

Securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.  Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government.

Municipal Bonds

Municipal Bonds are generally issued by states and local governments and their agencies, authorities and other instrumentalities. Municipal Bonds are subject to interest rate, credit and market risk. The ability of an issuer to make payments could be affected by litigation, legislation or other political events or the bankruptcy of the issuer. Lower rated Municipal Bonds are subject to greater credit and market risk than higher quality Municipal Bonds. The types of Municipal Bonds in which the Fund may invest include municipal lease obligations, municipal general obligation bonds, municipal cash equivalents, and pre-refunded and escrowed to maturity municipal bonds. The Fund may also invest in industrial development bonds, which are Municipal Bonds issued by a government agency on behalf of a private sector company and, in most cases, are not backed by the credit of the issuing municipality and may therefore involve more risk. The Fund may also invest in securities issued by entities whose underlying assets are Municipal Bonds.

Pre-refunded Municipal Bonds are tax-exempt bonds that have been refunded to a call date on or before the final maturity of principal and remain outstanding in the municipal market. The payment of principal and interest of the pre-refunded Municipal Bonds held by the Fund is funded from securities in a designated escrow account that holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies and instrumentalities ("Agency Securities")). As the payment of principal and interest is generated from securities held in a designated escrow account, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the pre-refunded Municipal Bond do not guarantee the price movement of the bond before maturity. Investment in pre-refunded Municipal Bonds held by the Fund may subject the Fund to interest rate risk, market risk and credit risk. In addition, while a secondary market exists for pre-refunded Municipal Bonds, if the Fund sells pre-refunded Municipal Bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale.

The Fund may invest, without limitation, in residual interest bonds ("RIBs"), which brokers create by depositing a municipal bond in a trust. The trust in turn issues a variable rate security and RIBs. The interest rate for the variable rate security is determined by the remarketing broker-dealer, while the RIB holder receives the balance of the income from the underlying municipal bond. The market prices of RIBs may be highly sensitive to changes in market rates and may decrease significantly when market rates increase.

In a transaction in which the Fund purchases a RIB from a trust, and the underlying Municipal Bond was held by the Fund prior to being deposited into the trust, the Fund treats the transaction as a secured borrowing for financial reporting purposes. As a result, the Fund will incur a non-cash interest expense with respect to interest paid by the trust on the variable rate securities, and will recognize additional interest income in an amount directly corresponding to the non-cash interest expense. Therefore, the Fund's NAV per share and performance are not affected by the non-cash interest expense. This accounting treatment does not apply to RIBs acquired by the Fund where the Fund did not previously own the underlying Municipal Bond.

Mortgage-Related and Other Asset-Backed Securities

Mortgage-related securities include mortgage pass-through securities, collateralized mortgage obligations ("CMOs"), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities ("SMBSs") and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property.

The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related security generally will decline; however, when interest rates are declining, the value of mortgage-related securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the market's perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that guarantors or insurers will meet their obligations.

One type of SMBS has one class receiving all of the interest from the mortgage assets (the interest-only, or "IO" class), while the other class will receive all of the principal (the principal-only, or "PO" class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund's yield to maturity from these securities. The Fund may invest up to 5% of its total assets in any combination of mortgage-related or other asset backed IO, PO, or inverse floater securities.

The Fund may invest in each of collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs"), other collaterized debt obligations ("CDOs") and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high-risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. The Fund may invest in other asset-backed securities that have been offered to investors.

Loan Participations and Assignments

The Fund may invest in fixed- and floating-rate loans, which investments generally will be in the form of loan participations and assignments of portions of such loans. Participations and assignments involve special types of risk, including credit risk, interest rate risk, liquidity risk, and the risks of being a lender. If the Fund purchases a participation, it may only be able to enforce its rights through the lender, and may assume the credit risk of the lender in addition to the borrower.

Corporate Debt Securities

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 maturities tend to be more sensitive to interest rate movements than those with shorter maturities.

Bank Capital Securities and Trust Preferred Securities

There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

Trust preferred securities have the characteristics of both subordinated debt and preferred stock. The primary advantage of the structure of trust preferred securities is that they are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements. Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. The market value of trust preferred securities may be more volatile than those of conventional debt securities. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.

High Yield Securities

Securities rated lower than Baa by Moody's, or equivalently rated by S&P or Fitch, are sometimes referred to as "high yield securities" or "junk bonds." Investing in these 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. Issuers of securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. The Fund may invest in securities that are in default with respect to the payment of interest or repayment of principal, or present an imminent risk of default with respect to such payments.

Variable and Floating Rate Securities

Variable and floating rate securities are securities that pay interest at rates that adjust whenever a specified interest rate changes and/or that reset on predetermined dates (such as the last day of a month or calendar quarter). The Fund may invest in floating rate debt instruments ("floaters") and engage in credit spread trades. Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. The Fund may also invest in inverse floating rate debt instruments ("inverse floaters"). An inverse floater may exhibit greater price volatility than a fixed rate obligation of similar credit quality. The Fund may invest up to 5% of its total assets in any combination of mortgage-related or other asset-backed IO, PO or inverse floater securities. Additionally, the Fund may also invest, without limitation, in RIBs.

Inflation-Indexed Bonds

Inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, which are more fully described below) are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds (other than municipal inflation-indexed bonds and certain corporate inflation-indexed bonds) will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

TIPS may also be divided into individual zero-coupon instruments for each coupon or principal payment (known as "iSTRIPS"). An iSTRIP of the principal component of a TIPS issue will retain the embedded deflation floor that will allow the holder of the security to receive the greater of the original principal or inflation-adjusted principal value at maturity. iSTRIPS may be less liquid than conventional TIPS because they are a small component of the TIPS market.

Municipal inflation-indexed securities are municipal bonds that pay coupons based on a fixed rate plus CPI. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation. At the same time, the value of municipal inflation-indexed securities and such corporate inflation-indexed securities generally will not increase if the rate of inflation decreases. Because municipal inflation-indexed securities and corporate inflation-indexed securities are a small component of the municipal bond and corporate bond markets, respectively, they may be less liquid than conventional municipal and corporate bonds.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Event-Linked Exposure

The Fund may obtain event-linked exposure by investing in "event-linked bonds" or "event-linked swaps" or by implementing "event-linked strategies." Event-linked exposure results in gains or losses that typically are contingent, or formulaically related to defined trigger events. Examples of trigger events include hurricanes, earthquakes, weather-related phenomena, or statistics relating to such events. Some event-linked bonds are commonly referred to as "catastrophe bonds." If a trigger event occurs, the Fund may lose a portion or its entire principal invested in the bond or notional amount on a swap. Event-linked exposure often provides for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked exposure may also expose the Fund to certain unanticipated risks including credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked exposures may also be subject to liquidity risk.

Convertible and Equity Securities

Common stock represents equity ownership in a company and typically provides the common stockholder the power to vote on certain corporate actions, including the election of the company's directors. Common stockholders participate in company profits through dividends and, in the event of bankruptcy, distributions, on a pro-rata basis after other claims are satisfied. Many factors affect the value of common stock, including earnings, earnings forecasts, corporate events and factors impacting the issuer's industry and the market generally. Common stock generally has the greatest appreciation and depreciation potential of all corporate securities.

The Fund may invest in convertible securities and equity 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 a stated price or 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. Convertible securities may be lower-rated securities subject to greater levels of credit risk. The 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.

"Synthetic" convertible securities are selected based on the similarity of their economic characteristics to those of a traditional convertible security due to the combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security ("income-producing component") and the right to acquire an equity security ("convertible component"). The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. A simple example of a synthetic convertible security is the combination of a traditional corporate bond with a warrant to purchase equity securities of the issuer of the bond. The Fund may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. The income-producing and convertible components of a synthetic convertible security may be issued separately by different issuers and at different times.

Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company's preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company's financial condition or prospects.

While some countries or companies may be regarded as favorable investments, pure fixed income opportunities may be unattractive or limited due to insufficient supply, or legal or technical restrictions. In such cases, the Fund may consider convertible securities or equity securities to gain exposure to such investments.

While certain Underlying PIMCO Funds will generally invest in equity derivatives, each such Underlying PIMCO Fund may invest without limit directly in equity securities, including common stocks, preferred stocks and convertible securities. In addition, the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommoditiesPLUS^® Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, each an Underlying PIMCO Fund, may invest in equity securities of issuers in commodity-related industries, and the PIMCO RealEstateRealReturn Strategy Fund, an Underlying PIMCO Fund, may invest in REITs and equity securities of issuers in real estate-related industries. The Fund may also invest directly in equity securities. When investing directly in equity securities, the Fund will not be limited to only those equity securities with any particular weighting in the Fund's benchmark indexes, if any.

At times, in connection with the restructuring of a preferred stock or Fixed Income Instrument either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Fund may determine or be required to accept equity securities, such as common stocks, in exchange for all or a portion of a preferred stock or Fixed Income Instrument. Depending upon, among other things, PIMCO's evaluation of the potential value of such securities in relation to the price that could be obtained by the Fund at any given time upon sale thereof, the Fund may determine to hold such securities in its portfolio.

Equity securities generally have greater price volatility than fixed income securities. The market price of equity securities owned by the Fund may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The value of an equity security may also decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services.

Foreign (Non-U.S.) Securities

The Fund may invest in securities and instruments that are economically tied to foreign (non-U.S.) countries. PIMCO generally considers an instrument to be economically tied to a non-U.S. country if the issuer is a foreign government (or any political subdivision, agency, authority or instrumentality of such government), or if the issuer is organized under the laws of a non-U.S. country. The Fund's investments in foreign securities may include American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") and similar securities that represent interests in non-U.S. companies securities that have been deposited with a bank or trust and that trade on a U.S. exchange or over-the-counter. ADRs, EDRs and GDRs may be less liquid or may trade at a different price than the underlying securities of the issuer. In the case of certain money market instruments, such instruments will be considered economically tied to a non-U.S. country if either the issuer or the guarantor of such money market instrument is organized under the laws of a non-U.S. country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to non-U.S. countries if the underlying assets are foreign currencies (or baskets or indexes of such currencies), or instruments or securities that are issued by foreign governments or issuers organized under the laws of a non-U.S. country (or if the underlying assets are certain money market instruments, if either the issuer or the guarantor of such money market instruments is organized under the laws of a non-U.S. country).

Investing in foreign (non-U.S.) securities involves special risks and considerations not typically associated with investing in U.S. securities. Investors should consider carefully the substantial risks involved for the Fund because it invests in securities issued by foreign companies and governments of foreign countries. These risks include: differences in accounting, auditing and financial reporting standards; generally higher commission rates on foreign portfolio transactions; the possibility of nationalization, expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; and political instability. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rates of inflation, capital reinvestment, resources, self-sufficiency and balance of payments position. The securities markets, values of securities, yields and risks associated with foreign (non-U.S.) securities markets may change independently of each other. Also, foreign (non-U.S.) securities and dividends and interest payable on those securities may be subject to foreign taxes, including taxes withheld from payments on those securities. Foreign (non-U.S.) securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Investments in foreign (non-U.S.) securities may also involve higher custodial costs than domestic investments and additional transaction costs with respect to foreign currency conversions. Changes in foreign exchange rates also will affect the value of securities denominated or quoted in foreign currencies.

The Fund also may invest in sovereign debt issued by governments, their agencies or instrumentalities, or other government-related entities. Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. In addition, there is no bankruptcy proceeding by which defaulted sovereign debt may be collected.

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Emerging Market Securities. The Fund may invest in securities and instruments that are economically tied to emerging market countries. PIMCO generally considers an instrument to be economically tied to an emerging market country if the security's "country of exposure" is an emerging market country, as determined by the criteria set forth below. Alternatively, such as when a "country of exposure" is not available or when PIMCO believes the following tests more accurately reflect which country the security is economically tied to, PIMCO may consider an instrument to be economically tied to an emerging market country if the issuer or guarantor is a government of an emerging market country (or any political subdivision, agency, authority or instrumentality of such government), if the issuer or guarantor is organized under the laws of an emerging market country, or if the currency of settlement of the security is a currency of an emerging market country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to emerging market countries if the underlying assets are currencies of emerging market countries (or baskets or indexes of such currencies), or instruments or securities that are issued or guaranteed by governments of emerging market countries or by entities organized under the laws of emerging market countries. A security's "country of exposure" is determined by PIMCO using certain factors provided by a third-party analytical service provider. The factors are applied in order such that the first factor to result in the assignment of a country determines the "country of exposure." The factors, listed in the order in which they are applied, are: (i) if an asset-backed or other collateralized security, the country in which the collateral backing the security is located, (ii) if the security is guaranteed by the government of a country (or any political subdivision, agency, authority or instrumentality of such government), the country of the government or instrumentality providing the guarantee, (iii) the "country of risk" of the issuer, (iv) the "country of risk" of the issuer's ultimate parent, or (v) the country where the issuer is organized or incorporated under the laws thereof. "Country of risk" is a separate four-part test determined by the following factors, listed in order of importance: (i) management location, (ii) country of primary listing, (iii) sales or revenue attributable to the country, and (iv) reporting currency of the issuer. PIMCO has broad discretion to identify countries that it considers to qualify as emerging markets. In making investments in emerging market securities, the Fund emphasizes those countries with relatively low gross national product per capita and with the potential for rapid economic growth. Emerging market countries are generally located in Asia, Africa, the Middle East, Latin America and Eastern Europe. PIMCO will select the country and currency composition based on its evaluation of relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and any other specific factors it believes to be relevant.

Investing in emerging market securities imposes risks different from, or greater than, risks of investing in domestic securities or in foreign, developed countries. These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; possible repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

Additional risks of emerging market securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.

The Fund may invest in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with a debt restructuring. Investments in Brady Bonds may be viewed as speculative. Brady Bonds acquired by a Fund may be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to realize a loss of interest or principal on any of its holdings of relevant Brady Bonds.

Foreign (Non-U.S.) Currencies

A Fund that invests directly in foreign currencies or in securities that trade in, or receive revenues in, foreign (non-U.S.) currencies will be subject to currency risk. Foreign currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates also can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments. Currencies in which the Fund's assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Fund.

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Foreign Currency Transactions. Funds that invest in securities denominated in foreign (non-U.S.) currencies may engage in foreign currency transactions on a spot (cash) basis, enter into forward foreign currency exchange contracts and invest in foreign currency futures contracts and options on foreign currencies and futures. A forward foreign currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, reduces the Fund's exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. Certain foreign currency transactions may also be settled in cash rather than the actual delivery of the relevant currency. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. A contract to sell a foreign currency would limit any potential gain which might be realized if the value of the hedged currency increases. The Fund may enter into these contracts to hedge against foreign exchange risk, to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. Suitable hedging transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for the Fund to benefit from favorable fluctuations in relevant foreign currencies. The Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated. The Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with the procedures established by the Board of Trustees (or, as permitted by applicable law, enter into certain offsetting positions) to cover its obligations under forward foreign currency exchange contracts entered into for non-hedging purposes.

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Redenomination. Continuing uncertainty as to the status of the euro and the European Monetary Union (the "EMU") has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets and on the values of the Fund's portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, the Fund's investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to currency risk, liquidity risk and risk of improper valuation to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain EMU-related investments, or should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities.

There can be no assurance that if the Fund earns income or capital gains in a non-U.S. country or PIMCO otherwise seeks to withdraw the Fund's investments from a given country, capital controls imposed by such country will not prevent, or cause significant expense in, doing so.

Repurchase Agreements

The Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer, which agrees to repurchase the security at the Fund's cost plus interest within a specified time. If the party agreeing to repurchase should default, the Fund will seek to sell the securities which it holds. This could involve procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements maturing in more than seven days and which may not be terminated within seven days at approximately the amount at which the Fund has valued the agreements are considered illiquid securities.

Reverse Repurchase Agreements, Dollar Rolls and Other Borrowings

The Fund may enter into reverse repurchase agreements and dollar rolls, subject to the Fund's limitations on borrowings. A reverse repurchase agreement involves the sale of a security by the Fund and its agreement to repurchase the instrument at a specified time and price. A dollar roll is similar except that the counterparty is not obligated to return the same securities as those originally sold by the Fund but only securities that are "substantially identical." Reverse repurchase agreements and dollar rolls may be considered borrowing for some purposes. The Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees to cover its obligations under reverse repurchase agreements and dollar rolls. Reverse repurchase agreements, dollar rolls and other forms of borrowings may create leveraging risk for the Fund.

The Fund may borrow money to the extent permitted under the 1940 Act. This means that, in general, the Fund may borrow money from banks for any purpose in an amount up to 1/3 of the Fund's total assets, less all liabilities and indebtedness not represented by senior securities. The Fund may also borrow money for temporary administrative purposes in an amount not to exceed 5% of the Fund's total assets.

Derivatives

The Fund may, but is not required to, use derivative instruments for risk management purposes or as part of its investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, spreads between different interest rates, currencies or currency exchange rates, commodities, and related indexes. Examples of derivative instruments include options contracts, futures contracts, options on futures contracts and swap agreements (including, but not limited to, credit default swaps and swaps on exchange-traded funds). The Fund may invest some or all of its assets in derivative instruments. A portfolio manager may decide not to employ any of these strategies and there is no assurance that any derivatives strategy used by the Fund will succeed. A description of these and other derivative instruments that the Fund may use are described under "Investment Objectives and Policies" in the Statement of Additional Information.

The Fund's use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Certain derivative transactions may have a leveraging effect on the Fund. For example, a small investment in a derivative instrument may have a significant impact on the Fund's exposure to interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivative instrument may cause an immediate and substantial loss or gain. The Fund may engage in such transactions regardless of whether the Fund owns the asset, instrument or components of the index underlying the derivative instrument. The Fund may invest a significant portion of its assets in these types of instruments. If it does, the Fund's investment exposure could far exceed the value of its portfolio securities and its investment performance could be primarily dependent upon securities it does not own. A description of various risks associated with particular derivative instruments is included in "Investment Objectives and Policies" in the Statement of Additional Information. The following provides a more general discussion of important risk factors relating to all derivative instruments that may be used by the Fund.

Management Risk. Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

Credit Risk. The use of many derivative instruments involves the risk that a loss may be sustained as a result of the failure of another party to the contract (usually referred to as a "counterparty") to make required payments or otherwise comply with the contract's terms. Additionally, credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.

Liquidity Risk. Liquidity risk exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Leverage Risk. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. When the Fund uses derivatives for leverage, investments in that Fund will tend to be more volatile, resulting in larger gains or losses in response to market changes. To limit leverage risk, the Fund will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under derivative instruments.

Lack of Availability. Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a portfolio manager may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. There is no assurance that the Fund will engage in derivatives transactions at any time or from time to time. The Fund's ability to use derivatives may also be limited by certain regulatory and tax considerations.

Market and Other Risks. Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to the Fund's interest. If a portfolio manager incorrectly forecasts the values of securities, currencies or interest rates or other economic factors in using derivatives for the Fund, the Fund might have been in a better position if it had not entered into the transaction at all. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. The Fund may also have to buy or sell a security at a disadvantageous time or price because the Fund is legally required to maintain offsetting positions or asset coverage in connection with certain derivatives transactions.

Other risks in using derivatives include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indexes. Many derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. Also, the value of derivatives may not correlate perfectly, or at all, with the value of the assets, reference rates or indexes they are designed to closely track. For example, a swap agreement on an exchange traded fund would not correlate perfectly with the index upon which the exchange traded fund is based because the fund's return is net of fees and expenses. In addition, the Fund's use of derivatives may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if the Fund had not used such instruments.

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A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds. In light of certain revenue rulings and private letter rulings issued by the IRS, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds," the Underlying PIMCO Funds will seek to gain exposure to the commodity markets primarily through investments in leveraged or unleveraged commodity index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices, and through investments in their respective Subsidiary (as discussed below). The Underlying PIMCO Funds may also invest in commodity-linked notes with principal and/or coupon payments linked to the value of particular commodities or commodity futures contracts, or a subset of commodities and commodities futures contracts. These notes are sometimes referred to as "structured notes" because the terms of these notes may be structured by the issuer and the purchaser of the note. The value of these notes will rise or fall in response to changes in the underlying commodity, commodity futures contract, subset of commodities, subset of commodities futures contracts or commodity index.

These notes expose the Underlying PIMCO Funds economically to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. In addition, these notes are often leveraged, increasing the volatility of each note's market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Underlying PIMCO Fund may receive more or less principal than it originally invested. The Underlying PIMCO Funds might receive interest payments on the note that are more or less than the stated coupon interest payments.

The Underlying PIMCO Funds may also invest in other commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures. The value of a commodity-linked derivative investment generally is based upon the price movements of a physical commodity (such as energy, mineral, or agricultural products), a commodity futures contract, a subset of commodities, a subset of commodities futures contracts or commodity index, or other economic variable based upon changes in the value of commodities or the commodities markets. Swap transactions are privately negotiated agreements between an Underlying PIMCO Fund and a counterparty to exchange or swap investment cash flows or assets at specified intervals in the future. The obligations may extend beyond one year. Currently, some, but not all, swap transactions are subject to central clearing. Eventually, many swap transactions will be centrally cleared and exchange-traded. Swap transactions that are not centrally cleared and exchange traded may be less liquid than exchange-traded instruments.

As described below under "Characteristics and Risks of Securities and Investment Techniques-Investments in Wholly-Owned Subsidiary," each Underlying PIMCO Fund may gain exposure to commodity markets by investing in its respective Subsidiary. It is expected that the Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures.

The IRS issued a revenue ruling that limits the extent to which the Underlying PIMCO Funds may invest directly in commodity linked swaps or certain other commodity-linked derivatives. Each Subsidiary, on the other hand, may invest in these commodity-linked derivatives without limitation. See "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds" above for further information.

Investments in a Wholly-Owned Subsidiary

Investments in its respective Subsidiary are expected to provide the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund with exposure to the commodity markets within the limitations of the Subchapter M of the Code and recent IRS revenue rulings, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds."

It is expected that each Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures, backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. Although the Underlying PIMCO Funds may enter into these commodity-linked derivative instruments directly, each Underlying PIMCO Fund will likely gain exposure to these derivative instruments indirectly by investing in its respective Subsidiary. To the extent that PIMCO believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, each Underlying PIMCO Fund's investment in its Subsidiary will likely increase. Each Subsidiary will also invest in inflation indexed securities and other Fixed Income Instruments, which are intended to serve as margin or collateral for the Subsidiary's derivatives position, common and preferred stocks as well as convertible securities of issuers in commodity-related industries, collateralized debt obligations, event-linked bonds and event-linked swaps.

To the extent that the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund invests in its respective Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in this prospectus. While each Subsidiary may be considered similar to an investment company, it is not registered under the 1940 Act and, unless otherwise noted in the prospectus, is not subject to all the investor protections of the 1940 Act. Investments in its respective Subsidiary are expected to provide the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund with exposure to the commodity markets within the limitations of the Subchapter M of the Code and recent IRS revenue rulings, as discussed above under "Tax Consequences-A Note on the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund, Underlying PIMCO Funds." It is expected that each Subsidiary will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures, backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. Although the Underlying PIMCO Funds may enter into these commodity-linked derivative instruments directly, each Underlying PIMCO Fund will likely gain exposure to these derivative instruments indirectly by investing in its respective Subsidiary. To the extent that PIMCO believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market than commodity index-linked notes, each Underlying PIMCO Fund's investment in its Subsidiary will likely increase. Each Subsidiary will also invest in inflation indexed securities and other Fixed Income Instruments, which are intended to serve as margin or collateral for the Subsidiary's derivatives position, common and preferred stocks as well as convertible securities of issuers in commodity-related industries, collateralized debt obligations, event-linked bonds and event-linked swaps. To the extent that a Underlying PIMCO Fund invests in its Subsidiary, it may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in this prospectus.

While each Subsidiary may be considered similar to an investment company, it is not registered under the 1940 Act and, unless otherwise noted in the prospectus, is not subject to all of the investor protections of the 1940 Act. In addition, changes in the laws of the United States and/or the Cayman Islands could result in the inability of the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund and/or each Subsidiary to operate as described in this prospectus and the Statement of Additional Information and could adversely affect the Underlying PIMCO Funds.

Real Estate Investment Trusts (REITs)

REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. Some REITs also finance real estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. Therefore, REITs tend to pay higher dividends than other issuers.

REITs can be divided into three basic types: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their assets directly in real property. They derive their income primarily from rents received and any profits on the sale of their properties. Mortgage REITs invest the majority of their assets in real estate mortgages and derive most of their income from mortgage interest payments. As its name suggests, Hybrid REITs combine characteristics of both Equity REITs and Mortgage REITs.

An investment in a REIT, or in a real estate linked derivative instrument linked to the value of a REIT, is subject to the risks that impact the value of the underlying properties of the REIT. These risks include loss to casualty or condemnation, and changes in supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Other factors that may adversely affect REITs include poor performance by management of the REIT, changes to the tax laws, or failure by the REIT to qualify for tax-free distribution of income. REITs are also subject to default by borrowers and self-liquidation, and are heavily dependent on cash flow. Some REITs lack diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Mortgage REITs may be impacted by the quality of the credit extended.

Exchange-Traded Notes (ETNs)

ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day's market benchmark or strategy factor.

ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuer's credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer's credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. A Fund's decision to sell its ETN holdings may be limited by the availability of a secondary market. ETNs are also subject to tax risk. The IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs. There may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.

Delayed Funding Loans and Revolving Credit Facilities

The Fund may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring the Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company's financial condition makes it unlikely that such amounts will be repaid). To the extent that the Fund is committed to advance additional funds, it will segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees in an amount sufficient to meet such commitments. Delayed funding loans and revolving credit facilities are subject to credit, interest rate and liquidity risk and the risks of being a lender.

When-Issued, Delayed Delivery and Forward Commitment Transactions

The Fund may purchase or sell securities which it is eligible to purchase or sell on a when-issued basis, may purchase and sell such securities for delayed delivery and may make contracts to purchase or sell such securities for a fixed price at a future date beyond normal settlement time (forward commitments). When-issued transactions, delayed delivery purchases and forward commitments involve a risk of loss if the value of the securities declines prior to the settlement date. This risk is in addition to the risk that the Fund's other assets will decline in value. Therefore, these transactions may result in a form of leverage and increase the Fund's overall investment exposure. Typically, no income accrues on securities the Fund has committed to purchase prior to the time delivery of the securities is made, although the Fund may earn income on securities it has segregated or "earmarked" to cover these positions. When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future gains or losses with respect to the security. If the other party to a transaction fails to pay for the securities, the Fund could realize a loss. Additionally, when selling a security on a when-issued, delayed delivery or forward commitment basis without owning the security, the Fund will incur a loss if the security's price appreciates in value such that the security's price is above the agreed-upon price on the settlement date.

Investment in Other Investment Companies

The Fund may invest in Underlying PIMCO Funds and, to the extent permitted by the 1940 Act or exemptive relief therefrom, other affiliated and unaffiliated funds, which may or may not be registered under the 1940 Act, such as open-end or closed-end management investment companies, exchange traded funds and exchange-traded vehicles. Each Underlying PIMCO Fund may invest in securities of other investment companies, such as open-end or closed-end management investment companies, including exchange-traded funds, or in pooled accounts, or other unregistered accounts or investment vehicles to the extent permitted by the 1940 Act and the rules and regulations thereunder and any exemptive relief therefrom. The Fund may invest in other investment companies to gain broad market or sector exposure, including during periods when it has large amounts of uninvested cash or when PIMCO believes share prices of other investment companies offer attractive values.

The Fund and each Underlying PIMCO Fund may invest in certain money market funds and/or short-term bond funds ("Central Funds"), to the extent permitted by the 1940 Act, the rules thereunder or exemptive relief therefrom. The Central Funds are registered investment companies created for use solely by the series of the Trust, PIMCO Funds, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT, other series of registered investment companies advised by PIMCO, in connection with their cash management activities. The main investments of the Central Funds are money market instruments and short maturity Fixed Income Instruments. The Central Funds may incur expenses related to their investment activities, but do not pay investment advisory or supervisory and administrative fees to PIMCO.

Subject to the restrictions and limitations of the 1940 Act, the Fund may, in the future, elect to pursue its investment objective by investing in one or more underlying investment vehicles or companies that have substantially similar investment objectives and policies as the Fund.

Small-Cap and Mid-Cap Companies

The Fund may invest in equity securities of small-capitalization and mid-capitalization companies. The Fund considers a small-cap company to be a company with a market capitalization of up to $1.5 billion and a mid-cap company to be a company with a market capitalization of between $1.5 billion and $10 billion. Investments in small-cap and mid-cap companies involve greater risk than investments in large-capitalization companies. Small- and mid-cap companies may not have an established financial history, which can present valuation challenges. The securities of small- and mid-cap companies may be subject to increased market fluctuations, due to less liquid markets and more limited managerial and financial resources. The Fund's investment in small- and mid-cap companies may increase the volatility of the Fund's portfolio.

Short Sales

The Fund may make short sales as part of its overall portfolio management strategies or to offset a potential decline in value of a security. A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. Short sales expose the Fund to the risk that it will be required to acquire, convert or exchange securities to replace the borrowed securities (also known as "covering" the short position) at a time when the securities sold short have appreciated in value, thus resulting in a loss to the Fund. The Fund, when making a short sale (other than a "short sale against the box"), must segregate or "earmark" assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees or otherwise cover its position in a permissible manner. The Fund may engage in short selling to the extent permitted by the 1940 Act and rules and interpretations thereunder and other federal securities laws. To the extent the Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

Illiquid Securities

The Fund may invest up to 15% of its net assets (taken at the time of investment) in illiquid securities. Certain illiquid securities may require pricing at fair value as determined in good faith under the supervision of the Board of Trustees. A portfolio manager may be subject to significant delays in disposing of illiquid securities, and transactions in illiquid securities may entail registration expenses and other transaction costs that are higher than those for transactions in liquid securities. The term "illiquid securities" for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities. Restricted securities, i.e., securities subject to legal or contractual restrictions on resale, may be illiquid. However, some restricted securities (such as securities issued pursuant to Rule 144A under the Securities Act of 1933, as amended, and certain commercial paper) may be treated as liquid, although they may be less liquid than registered securities traded on established secondary markets.

Loans of Portfolio Securities

For the purpose of achieving income, the Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Objectives and Policies" in the Statement of Additional Information for details. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The Fund may pay lending fees to a party arranging the loan. Cash collateral received by the Fund in securities lending transactions may be invested in short-term liquid fixed income instruments or in money market or short-term mutual funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. The Fund bears the risk of such investments.

Portfolio Turnover

The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as "portfolio turnover." When the portfolio manager deems it appropriate and particularly during periods of volatile market movements, the Fund may engage in frequent and active trading of portfolio securities to achieve its investment objective. Higher portfolio turnover (e.g., an annual rate greater than 100% of the average value of the Fund's portfolio) involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in realization of taxable capital gains, including short-term capital gains (which are generally taxed at ordinary income tax rates). The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund's performance. In addition to indirectly bearing the expenses associated with portfolio turnover of the Acquired Funds, the Fund will directly bear these expenses to the extent that it invests in other securities and instruments.

Temporary Defensive Strategies

For temporary or defensive purposes, the Fund may invest without limit in U.S. debt securities, including taxable securities and short-term money market securities, when PIMCO deems it appropriate to do so. When the Fund engages in such strategies, it may not achieve its investment objective.

Changes in Investment Objectives and Policies

The investment objective of the Fund is non-fundamental and may be changed by the Board of Trustees without shareholder approval. Unless otherwise stated, all other investment policies of the Fund may be changed by the Board of Trustees without shareholder approval.

Percentage Investment Limitations

Unless otherwise stated, all percentage limitations on Fund investments listed in this prospectus will apply at the time of investment. The Fund would not violate these limitations unless an excess or deficiency occurs or exists immediately after and as a result of an investment. The Fund has adopted a non-fundamental investment policy to invest at least 80% of its assets in investments suggested by its name. For purposes of this policy, the term "assets" means net assets plus the amount of borrowings for investment purposes.

Credit Ratings and Unrated Securities

Rating agencies are private services that provide ratings of the credit quality of fixed income securities, including convertible securities. Appendix A to this prospectus describes the various ratings assigned to fixed income securities by Moody's, S&P and Fitch. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks. Rating agencies may fail to make timely changes in credit ratings and an issuer's current financial condition may be better or worse than a rating indicates. PIMCO does not rely solely on credit ratings, and develops its own analysis of issuer credit quality.

The Fund may purchase unrated securities (which are not rated by a rating agency). Unrated securities may be less liquid than comparable rated securities and involve the risk that the portfolio manager may not accurately evaluate the security's comparative credit rating. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality fixed income securities. To the extent that the Fund invests in high yield and/or unrated securities, the Fund's success in achieving its investment objective may depend more heavily on the portfolio manager's creditworthiness analysis than if the Fund invested exclusively in higher-quality and rated securities.

Other Investments and Techniques

The Fund may invest in other types of securities and use a variety of investment techniques and strategies which are not described in this prospectus. These securities and techniques may subject the Fund to additional risks. Please see the Statement of Additional Information for additional information about the securities and investment techniques described in this prospectus and about additional securities and techniques that may be used by the Fund.

Descriptions of the Underlying PIMCO Funds

Because the Fund may invest its assets in some or all of the Underlying PIMCO Funds as discussed above and the Underlying PIMCO Funds are offered in a separate prospectus, the following provides a general description of the main investments and other information about the Underlying PIMCO Funds. At the discretion of PIMCO and without shareholder approval, the Fund may invest in additional Underlying PIMCO Funds created in the future. For a complete description of an Underlying PIMCO Fund, please see that Fund's Institutional Class or Class M prospectus, which is incorporated herein by reference and is available free of charge by telephoning the Trust at 888.87.PIMCO.

Category	Underlying PIMCO Fund	Main Investments	Duration	Credit Quality1	Non-U.S. Dollar Denominated Securities2
Short Duration	PIMCO Money Market	Money market instruments	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
	PIMCO Floating Income	Variable and floating-rate fixed income instruments and their economic equivalents	less than equal 1 year	Caa to Aaa; max 10% of total assets below B	No Limitation
	PIMCO Short Asset Investment	Short maturity fixed income instruments	less than equal 1.5 years	Baa to Aaa	0%
	PIMCO Short-Term	Money market instruments and short maturity fixed income instruments	less than equal 1 year	B to Aaa; max 10% of total assets below Baa	0-10% of total assets
	PIMCO Low Duration	Short maturity fixed income instruments	1-3 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Low Duration II	Short maturity fixed income instruments with quality and non-U.S. issuer restrictions	1-3 years	A to Aaa	0%
	PIMCO Low Duration III	Short maturity fixed income instruments with prohibitions on firms engaged in socially sensitive practices	1-3 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
Intermediate Duration	PIMCO Moderate Duration	Short and intermediate maturity fixed income securities	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO GNMA	Short and intermediate maturity mortgage-related fixed income securities issued by the Government National Mortgage Association	1-7 years	Baa to Aaa; max 10% of total assets below Aaa	0%
	PIMCO High Yield	Higher yielding fixed income securities	+/-2 years of its benchmark	Min 80% of assets below Baa; max 20% of total assets Caa or below	0-20% of total assets
	PIMCO High Yield Spectrum	High yielding fixed income securities	+/-1 year of its benchmark	No Limitation	No Limitation
	PIMCO Mortgage-Backed Securities	Short and intermediate maturity mortgage-related fixed income instruments	1-7 years	Baa to Aaa; max 10% of total assets below Aaa	0%
	PIMCO Senior Floating Rate	Portfolio of senior secured loans, senior corporate debt and other senior Fixed Income Instruments	+/-1 year of its benchmark	Max 5% of total assets below Caa	0-20% of total asset
	PIMCO Total Return	Intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Total Return II	Intermediate maturity fixed income instruments with quality and non-U.S. issuer restrictions	+/-2 years of its benchmark	Baa to Aaa	0%
	PIMCO Total Return III	Intermediate maturity fixed income instruments with prohibitions on firms engaged in socially sensitive practices	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Total Return IV	Diversified portfolio of Fixed Income Instruments of varying maturities	+/-1.5 years of its benchmark	Baa to Aaa	0-15% of total assets
	PIMCO Investment Grade Corporate Bond	Corporate fixed income securities	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
Long Duration	PIMCO Long Duration Total Return	Long-term maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Extended Duration	Long-term maturity fixed income instruments	+/-3 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Long-Term U.S. Government	Long-term maturity fixed income securities	greater than equal 8 years	A to Aaa	0%
	PIMCO Long-Term Credit	Long-term maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 20% of total assets below Baa	0-30% of total assets
Income	PIMCO Income	Broad range of fixed income instruments	2-8 years	Caa to Aaa; max 50% of total assets below Baa	No Limitation
Inflation-Related	PIMCO Real Return	Inflation-indexed fixed income instruments	+/-3 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Real Return Asset	Inflation-indexed fixed income securities	+/-4 years of its benchmark	B to Aaa; max 20% of total assets below Baa	0-30% of total assets
	PIMCO CommoditiesPLUS® Strategy	Commodity-linked derivative instruments backed by an actively managed low volatility	less than equal 1 year	Baa to Aaa; max 10% of total assets below A	0-10%
	PIMCO CommodityRealReturn Strategy®	Commodity-linked derivative instruments backed by a portfolio of inflation-indexed and other fixed income instruments	less than equal 10 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO RealEstateRealReturn Strategy	Real estate-linked derivative instruments backed by a portfolio of inflation-indexed and other fixed income instruments	less than equal 10 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Tax Managed Real Return	Investment grade municipal bonds (including pre-refunded municipal bonds) and inflation-indexed securities	less than equal 8 years for the fixed income portion of the Fund	Baa to Aaa	less than equal 5% of total assets
Tax Exempt	PIMCO California Short Duration Municipal Income	Short to intermediate maturity municipal securities (exempt from federal and California income tax)	less than equal 3 years	Caa to Aaa; max 10% of total assets below Baa	0%
	PIMCO California Municipal Bond	Municipal securities (exempt from federal and California income tax)	7-12 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO Short Duration Municipal Income	Short to intermediate maturity municipal securities (exempt from federal income tax)	less than equal 3 years	Baa to Aaa	0%
	PIMCO California Intermediate Municipal Bond	Intermediate maturity municipal securities (exempt from federal and California income tax)	3-7 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO Municipal Bond	Intermediate to long-term maturity municipal securities (exempt from federal income tax)	3-10 years	Ba to Aaa; max 10% of total assets below Baa	0%
	PIMCO National Intermediate Municipal Bond	Municipal securities (exempt from federal income tax)	3-9 years	Ba to Aaa; max 10% of total assets below Baa	0%
	PIMCO New York Municipal Bond	Intermediate to long-term maturity municipal securities (exempt from federal and New York income tax)	3-12 years	B to Aaa; max 10% of total assets below Baa	0%
	PIMCO High Yield Municipal Bond	Intermediate to long-term maturity high yield municipal securities (exempt from federal income tax)	4-11 years	No Limitation	0%
International	PIMCO Emerging Markets Bond	Emerging market fixed income instruments	less than equal 8 years	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Emerging Markets Currency	Currencies or fixed income instruments denominated in currencies of non-U.S. countries	less than equal 8 years	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Foreign Bond (U.S. Dollar-Hedged)	Intermediate maturity hedged non-U.S. fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	greater than equal 80%3, of assets
	PIMCO Foreign Bond (Unhedged)	Intermediate maturity non-U.S. fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	greater than equal 80%3, of assets
	PIMCO Global Advantage Strategy Bond	U.S. and non-U.S. fixed income instruments	less than equal 8 years	Max 15% of total assets below B	No Limitation
	PIMCO Global Bond (U.S. Dollar-Hedged)	U.S. and hedged non-U.S. intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	0-20% of total assets
	PIMCO Global Bond (Unhedged)	U.S. and non-U.S. intermediate maturity fixed income instruments	+/-2 years of its benchmark	B to Aaa; max 10% of total assets below Baa	No Limitation
	PIMCO Diversified Income	Investment grade corporate, high yield and emerging market fixed income instruments	3-8 years	Max 10% below B	No Limitation
	PIMCO Emerging Local Bond	Fixed income instruments denominated in currencies of non-U.S. countries	+/-2 years of its benchmark	Max 15% of total assets below B	greater than equal 80%3, of assets
	PIMCO Emerging Markets Corporate Bond	Diversified portfolio of fixed income instruments economically tied to emerging market countries	less than equal 10 years	Max 20% of total assets below Ba	No Limitation
Convertible	PIMCO Convertible	Convertible securities	N/A	Max 20% of total assets below B	0-30% of total assets
Absolute Return	PIMCO Unconstrained Bond	Broad range of fixed income instruments	(-3) to 8 years	Max 40% of total assets below Baa	No Limitation
	PIMCO Unconstrained Tax Managed Bond	Broad range of fixed income instruments	(-3) to 10 years	Max 40% of total assets below Baa	0-50% of total assets
	PIMCO Credit Absolute Return	Broad range of fixed income instruments	0 to 6 years	Max 50% of total assets below B-	No Limitation
Domestic Equity-Related	PIMCO Fundamental Advantage Total Return Strategy	Long exposure to Enhanced RAFI® 1000 Index hedged by short exposure to the S&P 500 Index, backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	No Limitiation
	PIMCO Fundamental IndexPLUS® TR	Enhanced RAFI® 1000 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Small Cap StocksPLUS® TR	Russell 2000® Index derivatives backed by a diversified portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS® Long Duration	S&P 500 Index derivatives backed by a portfolio of actively managed long-term fixed income instruments	+/-2 years of Barclays Long-Term Government/ Credit Index4	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS® Total Return	S&P 500 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO StocksPLUS®	S&P 500 Index derivatives backed by a portfolio of short-term fixed income instruments	less than equal 1 year	B to Aaa; max 10% of total assets below Baa	0-30% of total assets
	PIMCO Small Company Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Small Company Fundamental Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	Max 10% of total assets below Baa	No Limitation
	PIMCO Dividend and Income Builder	Diversified portfolio of income producing assets	N/A	N/A	No Limitation
	PIMCO EqS Dividend	Equity securities of attractively valued issuers that currently pay dividends	N/A	N/A	No Limitation
	PIMCO EqS Long/Short	Long and short exposure to equity securities	N/A	N/A	No Limitation
International Equity-Related	PIMCO EM Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Emerging Markets Fundamental Index® derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	No Limitiation
	PIMCO International StocksPLUS® TR Strategy (Unhedged)	Non-U.S. equity derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30%5, of total assets
	PIMCO International StocksPLUS® TR Strategy (U.S. Dollar Hedged)	Non-U.S. equity derivatives backed by a portfolio of fixed income instruments.	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30%5, of total assets
	PIMCO International Fundamental IndexPLUS® TR Strategy	Enhanced RAFI® Developed ex-U.S. Fundamental Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	Max 10% of total assets below Baa	No Limitation
	PIMCO EqS Emerging Markets	Diversified portfolio of investments economically tied to emerging market countries	N/A	N/A	No Limitation
	PIMCO EqS Pathfinder®	Equity securities of issuers that PIMCO believes are undervalued	N/A	N/A	No Limitiation
U.S. Government Securities	PIMCO Government Money Market	U.S. government securities	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
Treasury	PIMCO Treasury Money Market	U.S. treasury securities	less than equal 60 days dollar-weighted average maturity	Min 97% of total assets Prime 1; less than equal 3% of total assets Prime 2	0%
Short Strategy	PIMCO CommoditiesPLUS® Short Strategy	Commodity-linked derivative instruments backed by an actively managed low volatility bond portfolio	less than equal 1 year	Baa to Aaa; max 10% of total asset below A	0-10%
	PIMCO StocksPLUS® TR Short Strategy	Short S&P 500 Index derivatives backed by a portfolio of fixed income instruments	(-3) to 8 years	B to Aaa; max 10% of total assets below Baa	0-30% of total asset

¹ As rated by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality.

² Each Underlying PIMCO Fund (except the PIMCO California Intermediate Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO Government Money Market, PIMCO High Yield Municipal Bond, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Municipal Bond, PIMCO New York Municipal Bond, PIMCO Short Duration Municipal Income, PIMCO Total Return II and PIMCO Treasury Money Market Funds) may invest beyond these limits in U.S. dollar-denominated securities of non-U.S. issuers.

³ The percentage limitation relates to securities of non-U.S. issuers denominated in any currency.

⁴ The Barclays Long-Term Government/Credit Index is an unmanaged index of U.S. Government or investment grade credit securities having a maturity of 10 years or more.

⁵ Limitation with respect to the Underlying PIMCO Fund's fixed income investments. The Underlying PIMCO Fund may invest without limit in equity securities denominated in non- U.S. currencies.

Financial Highlights

Because the Fund has not operated for a full fiscal period as of the date of this prospectus, audited financial highlights are not available.

Appendix A
Description of Securities Ratings

The Fund's investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Moody's, S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality). The percentage of the Fund's assets invested in securities in a particular rating category will vary. The following terms are generally used to describe the credit quality of fixed income securities:

High Quality Debt Securities are those rated in one of the two highest rating categories (the highest category for commercial paper) or, if unrated, deemed comparable by PIMCO.

Investment Grade Debt Securities are those rated in one of the four highest rating categories or, if unrated, deemed comparable by PIMCO.

Below Investment Grade, High Yield Securities ("Junk Bonds") are those rated lower than Baa by Moody's, BBB by S&P or Fitch, and comparable securities. They are deemed predominately speculative with respect to the issuer's ability to repay principal and interest.

The following is a description of Moody's, S&P's and Fitch's rating categories applicable to fixed income securities.

Moody's Investors Service, Inc.

Long-Term Obligation Ratings
Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody's global scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Obligation Ratings
Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

US Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term Obligation Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the ability to receive purchase price upon demand ("demand feature"), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. VMIG rating expirations are a function of each issue's specific structural or credit features.

VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Standard & Poor's Ratings Services

Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:

■

Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

■

Nature of and provisions of the obligation;

■

Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

Investment Grade
AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Speculative Grade
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.

C: A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

D: An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings
A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated 'B' is regarded as having significant speculative characteristics. Ratings of 'B-1', 'B-2', and 'B-3' may be assigned to indicate finer distinctions within the 'B' category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated 'B-1' is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-2: A short-term obligation rated 'B-2' is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3: A short-term obligation rated 'B-3' is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

C: A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Dual Ratings: Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').

Active Qualifiers (currently applied and/or outstanding)
i: This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The 'i' subscript indicates that the rating addresses the interest portion of the obligation only. The 'i' subscript will always be used in conjunction with the 'p' subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.

L: Ratings qualified with 'L' apply only to amounts invested up to federal deposit insurance limits.

p: This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The 'p' subscript indicates that the rating addresses the principal portion of the obligation only. The 'p' subscript will always be used in conjunction with the 'i' subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.

pi: Ratings with a 'pi' subscript are based on an analysis of an issuer's published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuer's management and therefore may be based on less comprehensive information than ratings without a 'pi' subscript. Ratings with a 'pi' subscript are reviewed annually based on a new year's financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuer's credit quality.

preliminary: Preliminary ratings, with the 'prelim' qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by Standard & Poor's of appropriate documentation. Standard & Poor's reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.

■

Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.

■

Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poor's policies.

■

Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor's emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s).

■

Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poor's opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities' obligations.

■

Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poor's would likely withdraw these preliminary ratings.

■

A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.

sf: This subscript is assigned to all issues and issuers to which a regulation, such as the European Union Regulation on Credit Rating Agencies, requires the assignment of an additional symbol which distinguishes a structured finance instrument or obligor (as defined in the regulation) from any other instrument or obligor. The addition of this subscript to a credit rating does not change the definition of that rating or our opinion about the issue's or issuer's creditworthiness.

t: This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.

unsolicited: Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poor's and not at the request of the issuer or its agents.

Inactive Qualifiers (no longer applied or outstanding)
*: This symbol indicated continuance of the ratings is contingent upon Standard & Poor's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.

c: This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer's bonds are deemed taxable. Discontinued use in January 2001.

g: The letter 'g' followed the rating symbol when a fund's portfolio consisted primarily of direct U.S. government securities.

pr: The letters 'pr' indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.

q: A 'q' subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.

r: The 'r' modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an 'r' modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor's discontinued the use of the 'r' modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.

Local Currency and Foreign Currency Risks: Country risk considerations are a standard part of Standard & Poor's analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor's capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government's own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.

Fitch, Inc.

Long-Term Credit Ratings

Investment Grade
AAA: Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. "AA" ratings denote expectations of low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. "A" ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB: Good credit quality. "BBB" ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

Speculative Grade
BB: Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B: Highly speculative. 'B' ratings indicate that material credit risk is present.

CCC: Substantial credit risk. 'CCC' ratings indicate that substantial credit risk is present.

CC: Very high levels of credit risk. 'CC' ratings indicate very high levels of credit risk.

C: Exceptionally high levels of credit risk. 'C' indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B.'

The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.

Recovery Ratings
Recovery Ratings are assigned to selected individual securities and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the 'B' rating category and below.

Among the factors that affect recovery rates for securities are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected value of the company or underlying collateral in distress.

The Recovery Rating scale is based upon the expected relative recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation or termination of the obligor or its associated collateral.

Recovery Ratings are an ordinal scale and do not attempt to precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially from historical averages.

RR1: Outstanding recovery prospects given default. 'RR1' rated securities have characteristics consistent with securities historically recovering 91%-100% of current principal and related interest.

RR2: Superior recovery prospects given default. 'RR2' rated securities have characteristics consistent with securities historically recovering 71%-90% of current principal and related interest.

RR3: Good recovery prospects given default. 'RR3' rated securities have characteristics consistent with securities historically recovering 51%-70% of current principal and related interest.

RR4: Average recovery prospects given default. 'RR4' rated securities have characteristics consistent with securities historically recovering 31%-50% of current principal and related interest.

RR5: Below average recovery prospects given default. 'RR5' rated securities have characteristics consistent with securities historically recovering 11%-30% of current principal and related interest.

RR6: Poor recovery prospects given default. 'RR6' rated securities have characteristics consistent with securities historically recovering 0%-10% of current principal and related interest.

Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in US public finance markets.

F1: Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2: Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F3: Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B: Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C: High short-term default risk. Default is a real possibility.

RD: Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D: Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.

INVESTMENT ADVISER AND ADMINISTRATOR

PIMCO, 840 Newport Center Drive, Newport Beach, CA 92660

DISTRIBUTOR

PIMCO Investments LLC, 1633 Broadway, New York, NY 10019

CUSTODIAN

State Street Bank & Trust Co., 801 Pennsylvania, Kansas City, MO 64105

TRANSFER AGENT

Boston Financial Data Services - Midwest, 330 W. 9th Street, 5th Floor, Kansas City, MO 64105

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 1100 Walnut Street, Suite 1300, Kansas City, MO 64106-2197

LEGAL COUNSEL

Dechert LLP, 1775 I Street N.W., Washington, D.C. 20006-2401

For further information about the PIMCO Funds, call 888.87.PIMCO or visit our Web site at pimco.com/investments.

PIMCO FUNDS
840 Newport Center Drive
Newport Beach, CA 92660

The Trust's Statement of Additional Information ("SAI") includes additional information about the Fund. The SAI is incorporated by reference into this Prospectus, which means it is part of this Prospectus for legal purposes. The Fund's annual report, once available, will discuss the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

You may get free copies of any of these materials, request other information about the Fund, or make shareholder inquiries by calling the Trust at 888.87.PIMCO or PIMCO Infolink Audio Response Network at 1.800.987.4626, or by writing to:

PIMCO Funds
840 Newport Center Drive
Newport Beach, CA 92660

You may review and copy information about the Trust, including its SAI, at the Securities and Exchange Commission's public reference room in Washington, D.C. You may call the Commission at 1.202.551.8090 for information about the operation of the public reference room. You may also access reports and other information about the Trust on the EDGAR Database on the Commission's Web site at www.sec.gov. You may get copies of this information, with payment of a duplication fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-1520, or by e-mailing your request to publicinfo@sec.gov.

You can also visit our Web site at pimco.com/investments for additional information about the Fund, which is available for download free of charge.

Reference the Trust's Investment Company Act file number in your correspondence.

Investment Company Act File Number: 811-05028 [__]_111512

PIMCO Funds

Statement of Additional Information

This Statement of Additional Information is not a prospectus, and should be read in conjunction with the prospectuses of PIMCO Funds (the “Trust”), as described below and as supplemented from time to time.

The Trust is an open-end management investment company (“mutual fund”) currently consisting of 83 separate portfolios (each such portfolio discussed in this Statement of Additional Information is referred to herein as a “Fund” and collectively as the “Funds”). The Trust offers up to nine classes of shares of each of its Funds.

Certain Funds’ Class A, B, C and R shares are offered through the Bond Funds Prospectus dated July 31, 2012, certain Funds’ Institutional Class, Class M, Class P, Administrative Class and Class D shares are offered through the Bond Funds Prospectus dated July 31, 2012, certain Funds’ Class A, B, C and R shares are offered through the Strategic Markets Funds Prospectus dated July 31, 2012, certain Funds’ Institutional Class, Class P, Administrative Class and Class D shares are offered through the Strategic Markets Funds Prospectus, dated July 31, 2012, PIMCO Worldwide Fundamental Advantage TR Strategy Fund’s Institutional Class, Class P, Administrative Class and Class D shares are offered through a prospectus dated September 5, 2012, PIMCO Worldwide Fundamental Advantage TR Strategy Fund’s Class A, Class C and Class R shares are offered through a prospectus dated September 5, 2012, PIMCO Mortgage Opportuntities Fund’s Institutional Class, Class P, Administrative Class and Class D shares are offered through a prospectus dated October 1, 2012, PIMCO Mortgage Opportunities Fund’s Class A, Class C and Class R shares are offered through a prospectus dated October 1, 2012, PIMCO Emerging Markets Full Spectrum Bond Fund’s Institutional Class, Class P, Administrative Class and Class D shares are offered through a prospectus dated [ ], and Emerging Markets Full Spectrum Bond Fund’s Class A, Class C and Class R shares are offered through a prospectus dated [ ], as supplemented from time to time (each a “Prospectus,” collectively the “Prospectuses”). A copy of the Prospectuses may be obtained free of charge at the address and telephone number listed below.

	Inst.	M	P	Admin.	D	A	B	C	R
PIMCO All Asset Fund	PAAIX	-	PALPX	PAALX	PASDX	PASAX	PASBX	PASCX	PATRX
PIMCO All Asset All Authority Fund	PAUIX	-	PAUPX	-	PAUDX	PAUAX	-	PAUCX	-
PIMCO California Intermediate Municipal Bond Fund	PCIMX	-	PCIPX	PCMMX	PCIDX	PCMBX	-	PCFCX	-
PIMCO California Municipal Bond Fund	PCTIX	-	PCTPX	PCTQX	PCTDX	PCTTX	-	PCTGX	PCTNX
PIMCO California Short Duration Municipal Income Fund	PCDIX	-	PCDPX	-	PCDDX	PCDAX	-	PCSCX	-
PIMCO CommoditiesPLUS® Short Strategy Fund	PCPIX	-	PCSPX	-	PCSDX	PCCAX	-	PPSCX	-
PIMCO CommoditiesPLUS® Strategy Fund	PCLIX	-	PCLPX	-	PCLDX	PCLAX	-	PCPCX	PCPRX
PIMCO CommodityRealReturn Strategy Fund®	PCRIX	-	PCRPX	PCRRX	PCRDX	PCRAX	PCRBX	PCRCX	PCSRX
PIMCO Convertible Fund	PFCIX	-	PCVPX	PFCAX	PCVDX	PACNX	-	PCCNX	-
PIMCO Credit Absolute Return Fund	PCARX	-	PPCRX	-	PDCRX	PZCRX	-	PCCRX	PRCRX
PIMCO Diversified Income Fund	PDIIX	-	PDVPX	PDAAX	PDVDX	PDVAX	PDVBX	PDICX	-
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund	PEFIX	-	PEFPX	PEFAX	-	-	-	-	-
PIMCO Emerging Local Bond Fund	PELBX	-	PELPX	PEBLX	PLBDX	PELAX	-	PELCX	-
PIMCO Emerging Markets Bond Fund	PEBIX	-	PEMPX	PEBAX	PEMDX	PAEMX	PBEMX	PEBCX	-
PIMCO Emerging Markets Corporate Bond Fund	PEMIX	-	PMIPX	-	PECDX	PECZX	-	PECCX	-

	Inst.	M	P	Admin.	D	A	B	C	R
PIMCO Emerging Markets Currency Fund	PLMIX	-	PLMPX	PDEVX	PLMDX	PLMAX	-	PLMCX	-
PIMCO Emerging Markets Full Spectrum Bond Fund	[    ]	-	[    ]	[    ]	[    ]	[    ]	-	[    ]	[    ]
PIMCO Extended Duration Fund	PEDIX	-	PEDPX	PEDAX	-	-	-	-	-
PIMCO Floating Income Fund	PFIIX	-	PFTPX	PFTAX	PFIDX	PFIAX	-	PFNCX
PIMCO Foreign Bond Fund (Unhedged)	PFUIX	-	PFUPX	PFUUX	PFBDX	PFUAX	-	PFRCX	-
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	PFORX	-	PFBPX	PFRAX	PFODX	PFOAX	PFOBX	PFOCX	PFRRX
PIMCO Fundamental Advantage Total Return Strategy Fund	PFATX	-	PFAPX	-	PFSDX	PTFAX	-	PTRCX	-
PIMCO Fundamental IndexPLUS® TR Fund	PXTIX	-	PIXPX	PXTAX	PIXDX	PIXAX	-	PIXCX	-
PIMCO Global Advantage® Strategy Bond Fund	PSAIX	-	PGBPX	PGADX	PGSDX	PGSAX	-	PAFCX	PSBRX
PIMCO Global Bond Fund (Unhedged)	PIGLX	-	PGOPX	PADMX	PGBDX	-	-	-	-
PIMCO Global Bond Fund (U.S. Dollar-Hedged)	PGBIX	-	PGNPX	PGDAX	-	PAIIX	PBIIX	PCIIX	-
PIMCO Global Multi-Asset Fund	PGAIX	-	PGAPX	PGAAX	PGMDX	PGMAX	-	PGMCX	PGMRX
PIMCO GNMA Fund	PDMIX	-	PPGNX	-	PGNDX	PAGNX	PBGNX	PCGNX	-
PIMCO Government Money Market Fund	-	PGFXX	PGPXX	PGMXX	PGDXX	AMAXX	-	AMGXX	PGRXX
PIMCO High Yield Fund	PHIYX	-	PHLPX	PHYAX	PHYDX	PHDAX	PHDBX	PHDCX	PHYRX
PIMCO High Yield Municipal Bond Fund	PHMIX	-	PYMPX	-	PYMDX	PYMAX	-	PYMCX	-
PIMCO High Yield Spectrum Fund	PHSIX	-	PHSPX	-	PHSDX	PHSAX	-	PHSCX	PSMRX
PIMCO Income Fund	PIMIX	-	PONPX	PIINX	PONDX	PONAX	-	PONCX	PONRX
PIMCO Inflation Response Multi-Asset Fund	PIRMX	-	PPRMX	-	PDRMX	PZRMX	-	PCRMX	PQRMX
PIMCO International Fundamental IndexPLUS® TR Strategy Fund	PTSIX	-	-	-	-	-	-	-	-
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)	PSKIX	-	PPLPX	PSKAX	PPUDX	PPUAX	-	PPUCX	-
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)	PISIX	-	PIUHX	-	PIPDX	PIPAX	PIPBX	PIPCX	-
PIMCO Investment Grade Corporate Bond Fund	PIGIX	-	PBDPX	PGCAX	PBDDX	PBDAX	-	PBDCX	-
PIMCO Long Duration Total Return Fund	PLRIX	-	PLRPX	-	-	-	-	-	-
PIMCO Long-Term Credit Fund	PTCIX	-	PLCPX	-	-	-	-	-	-
PIMCO Long-Term U.S. Government Fund	PGOVX	-	PLTPX	PLGBX	-	PFGAX	PFGBX	PFGCX	-
PIMCO Low Duration Fund	PTLDX	-	PLDPX	PLDAX	PLDDX	PTLAX	PTLBX	PTLCX	PLDRX
PIMCO Low Duration Fund II	PLDTX	-	PDRPX	PDFAX	-	-	-	-	-
PIMCO Low Duration Fund III	PLDIX	-	PLUPX	PDRAX	-	-	-	-	-
PIMCO Moderate Duration Fund	PMDRX	-	PMOPX	-	-	-	-	-	-

	Inst.	M	P	Admin.	D	A	B	C	R
PIMCO Money Market Fund	PMIXX	-	PMFXX	PMAXX	-	PYAXX	PYCXX	PKCXX	-
PIMCO Mortgage-Backed Securities Fund	PTRIX	-	PMRPX	PMTAX	PTMDX	PMRAX	PMRBX	PMRCX	-
PIMCO Mortgage Opportunities Fund	PMZIX	-	PMZPX	-	PMZDX	PMZAX	-	PMZCX	-
PIMCO Municipal Bond Fund	PFMIX	-	PMUPX	PMNAX	PMBDX	PMLAX	PMLBX	PMLCX	-
PIMCO National Intermediate Municipal Bond Fund	PMNIX	-	PMNPX	PMNQX	PMNDX	PMNTX	-	PMNNX	PMNRX
PIMCO New York Municipal Bond Fund	PNYIX	-	PNYPX	-	PNYDX	PNYAX	-	PBFCX	-
PIMCO Real Income 2019 Fund®	PRIFX	-	PICPX	PRCAX	PRLDX	PCIAX	-	PRLCX	-
PIMCO Real Income 2029 Fund®	PRIIX	-	PRQCX	PINAX	PORDX	POIAX	-	PORCX	-
PIMCO Real Return Asset Fund	PRAIX	-	PRTPX	-	-	-	-	-	-
PIMCO Real Return Fund	PRRIX	-	PRLPX	PARRX	PRRDX	PRTNX	PRRBX	PRTCX	PRRRX
PIMCO RealEstateRealReturn Strategy Fund	PRRSX	-	PETPX	-	PETDX	PETAX	PETBX	PETCX	-
PIMCO RealRetirement® Income and Distribution Fund	PRIEX	-	PTNPX	PRNAX	PTNDX	PTNAX	-	PTNCX	PTNRX
PIMCO RealRetirement® 2015 Fund	PTNIX	-	PTNQX	PTNNX	PTNUX	PTNYX	-	PTNWX	PTNSX
PIMCO RealRetirement® 2020 Fund	PRWIX	-	PTYPX	PFNAX	PTYDX	PTYAX	-	PTYCX	PTYRX
PIMCO RealRetirement® 2025 Fund	PENTX	-	PENPX	PENMX	PENDX	PENZX	-	PENWX	PENRX
PIMCO RealRetirement® 2030 Fund	PRLIX	-	PEHPX	PNLAX	PEHDX	PEHAX	-	PEHCX	PEHRX
PIMCO RealRetirement® 2035 Fund	PIVIX	-	PIVPX	PIVNX	PIVDX	PIVAX	-	PIVWX	PIVSX
PIMCO RealRetirement® 2040 Fund	PROIX	-	POFPX	PEOAX	POFDX	POFAX	-	POFCX	POFRX
PIMCO RealRetirement® 2045 Fund	PFZIX	-	PFZPX	PFZMX	PFZDX	PFZAX	-	PFZCX	PFZRX
PIMCO RealRetirement® 2050 Fund	PRMIX	-	PFYPX	POTAX	PFYDX	PFYAX	-	PFYCX	PFYRX
PIMCO Senior Floating Rate Fund	PSRIX	-	PSRPX	PSRMX	PSRDX	PSRZX	-	PSRWX	PSRRX
PIMCO Short Asset Investment Fund	PAIDX		PAIPX	PAIQX	PAIUX	PAIAX	-	-	-
PIMCO Short Duration Municipal Income Fund	PSDIX	-	PSDPX	PSDMX	PSDDX	PSDAX	-	PSDCX	-
PIMCO Short-Term Fund	PTSHX	-	PTSPX	PSFAX	PSHDX	PSHAX	PTSBX	PFTCX	PTSRX
PIMCO Small Cap StocksPLUS® TR Fund	PSCSX	-	PCKPX	-	PCKDX	PCKAX	-	PCKCX	-
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund	PCFIX	-	-	-	-	-	-	-	-
PIMCO StocksPLUS® Fund	PSTKX	-	PSKPX	PPLAX	PSPDX	PSPAX	PSPBX	PSPCX	PSPRX
PIMCO StocksPLUS® Long Duration Fund	PSLDX	-	-	-	-	-	-	-	-
PIMCO StocksPLUS® Total Return Fund	PSPTX	-	PTOPX	-	PSTDX	PTOAX	PTOBX	PSOCX	-
PIMCO StocksPLUS® TR Short Strategy Fund	PSTIX	-	PSPLX	-	PSSDX	PSSAX	-	PSSCX	-
PIMCO Tax Managed Real Return Fund	PTMIX	-	PTMPX	-	PXMDX	PTXAX	-	PXMCX	-

	Inst.	M	P	Admin.	D	A	B	C	R
PIMCO Total Return Fund	PTTRX	-	PTTPX	PTRAX	PTTDX	PTTAX	PTTBX	PTTCX	PTRRX
PIMCO Total Return Fund II	PMBIX	-	PMTPX	PRADX	-	-	-	-	-
PIMCO Total Return Fund III	PTSAX	-	PRAPX	PRFAX	-	-	-	-	-
PIMCO Total Return Fund IV	PTUIX	-	PTUPX	-	-	PTUZX	-	PTUCX	-
PIMCO Treasury Money Market Fund	-	PFMXX	PTPXX	PTAXX	PTDXX	-	-	-	PTRXX
PIMCO Unconstrained Bond Fund	PFIUX	-	PUCPX	-	PUBDX	PUBAX	-	PUBCX	PUBRX
PIMCO Unconstrained Tax Managed Bond Fund	PUTIX	-	PUTPX	-	ATMDX	ATMAX	-	ATMCX	-
PIMCO Worldwide Fundamental Advantage TR Strategy Fund	PWWIX	-	-	-	-	-	-	-	-

Pacific Investment Management Company LLC (“PIMCO” or the “Adviser”), 840 Newport Center Drive, Newport Beach, California 92660, is the investment adviser to the Funds.

A copy of the Prospectus and annual or semi-annual report for each Fund may be obtained free of charge at the telephone number and address listed below or by visiting http://investments.pimco.com/prospectuses.

PIMCO Funds

Regulatory Document Request

840 Newport Center Drive

Newport Beach, California 92660

Telephone: 1-888-87PIMCO

July 31, 2012 (as supplemented [    ])

TABLE OF CONTENTS

THE TRUST	1
INVESTMENT OBJECTIVES AND POLICIES	2
U.S. Government Securities	3
Municipal Bonds	4
Mortgage-Related Securities and Asset-Backed Securities	12
Real Estate Securities and Related Derivatives	17
Bank Obligations	18
Indebtedness, Loan Participations and Assignments	19
Trade Claims	20
Corporate Debt Securities	20
High Yield Securities (“Junk Bonds”) and Securities of Distressed Companies	20
Creditor Liability and Participation on Creditors Committees	21
Variable and Floating Rate Securities	21
Inflation-Indexed Bonds	22
Event-Linked Exposure	22
Convertible Securities	23
Equity Securities	24
Preferred Stock	25
Depositary Receipts	25
Warrants to Purchase Securities	25
Foreign Securities	25
Foreign Currency Transactions	30
Foreign Currency Exchange-Related Securities	31
Borrowing	32
Derivative Instruments	33
Structured Products	43
Bank Capital Securities	44
Trust Preferred Securities	44
Exchange-Traded Notes	44
Delayed Funding Loans and Revolving Credit Facilities	45
When-Issued, Delayed Delivery and Forward Commitment Transactions	45
Standby Commitment Agreements	46
Infrastructure Investments	46
Short Sales	46
144A Securities	47
Illiquid Securities	47
Loans of Portfolio Securities	47
Investments in Underlying PIMCO Funds	48
Social Investment Policies	48
Investments in the Wholly-Owned Subsidiaries	48
Government Intervention in Financial Markets	49
Temporary Investment	50
Increasing Government Debt	50
Inflation and Deflation	50
INVESTMENT RESTRICTIONS	50
Fundamental Investment Restrictions	50
Non-Fundamental Investment Restrictions	52
MANAGEMENT OF THE TRUST	56
Trustees and Officers	56
Leadership Structure and Risk Oversight Function	56
Qualifications of the Trustees	57
Trustees of the Trust	57
Executive Officers	59
Securities Ownership	60
Trustee Ownership of the Investment Adviser and Principal Underwriter, and Their Control Persons	63
Standing Committees	64
Compensation Table	65

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Investment Adviser	65
Advisory Agreements	66
Advisory Fee Rates	69
PIMCO RealRetirement® Fund Advisory Fee Schedule	69
Advisory Fee Payments	70
Advisory Fees Waived and Recouped	71
Sub-Advisory Fee Payments	72
Proxy Voting Policies and Procedures	72
Fund Administrator	73
Supervisory and Administrative Fee Rates	73
Supervisory and Administrative Fee Payments	76
Supervisory and Administrative Fees Waived and Recouped	77
OTHER PIMCO INFORMATION	79
PORTFOLIO MANAGERS	79
Other Accounts Managed	79
Conflicts of Interest	84
Portfolio Manager Compensation	85
Securities Ownership	86
DISTRIBUTION OF TRUST SHARES	88
Distributor and Multi-Class Plan	88
Initial Sales Charge and Contingent Deferred Sales Charge	89
Distribution and Servicing Plans for Class A, Class B, Class C and Class R Shares	90
Payments Pursuant to Class A Plan	92
Payments Pursuant to Class B Plan	95
Payments Pursuant to Class C Plan	96
Payments Pursuant to Class R Plan	99
Distribution and Servicing Plan for Administrative Class Shares	100
Payments Pursuant to the Administrative Class Plans	101
Distribution and Servicing Plan for Class D Shares	102
Payments Pursuant to Class D Plan	103
Additional Payments to Financial Firms	104
Purchases, Exchanges and Redemptions	106
Exchange Privileges.	121
How to Sell (Redeem) Shares	122
Request for Multiple Copies of Shareholder Documents	128
PORTFOLIO TRANSACTIONS AND BROKERAGE	128
Investment Decisions and Portfolio Transactions	128
Brokerage and Research Services	128
Brokerage Commissions Paid	129
Holdings of Securities of the Trust’s Regular Brokers and Dealers	131
Portfolio Turnover	145
Disclosure of Portfolio Holdings	145
Large Trade Notifications	146
NET ASSET VALUE	146
TAXATION	147
Distributions	149
Sales of Shares	150
Potential Pass-Through of Tax Credits	151
Backup Withholding	151
Options, Futures and Forward Contracts, and Swap Agreements	151
Short Sales	152
Passive Foreign Investment Companies	152
Foreign Currency Transactions	153
Foreign Taxation	153
Original Issue Discount and Market Discount	153
Constructive Sales	154
IRAs and Other Retirement Plans	154

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Non-U.S. Shareholders	154
Other Taxation	155
OTHER INFORMATION	155
Capitalization	155
Information on PIMCO Global Bond Fund (U.S. Dollar-Hedged)	155
Voting Rights	157
Control Persons and Principal Holders of Securities	157
Code of Ethics	351
Custodian, Transfer Agent and Dividend Disbursing Agent	351
Independent Registered Public Accounting Firm	351
Counsel	351
Registration Statement	351
Financial Statements	351

iii

THE TRUST

The Trust is an open-end management investment company (“mutual fund”) currently consisting of separate investment portfolios, including:

PIMCO All Asset Fund PIMCO All Asset All Authority Fund PIMCO California Intermediate Municipal Bond Fund PIMCO California Municipal Bond Fund PIMCO California Short Duration Municipal Income Fund PIMCO CommoditiesPLUS^® Short Strategy Fund PIMCO CommoditiesPLUS^® Strategy Fund PIMCO CommodityRealReturn Strategy Fund^® PIMCO Convertible Fund PIMCO Credit Absolute Return Fund PIMCO Diversified Income Fund PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund PIMCO Emerging Local Bond Fund PIMCO Emerging Markets Bond Fund PIMCO Emerging Markets Corporate Bond Fund PIMCO Emerging Markets Currency Fund PIMCO Emerging Markets Full Spectrum Bond Fund PIMCO Extended Duration Fund PIMCO Floating Income Fund PIMCO Foreign Bond Fund (Unhedged) PIMCO Foreign Bond Fund (U.S. Dollar-Hedged) PIMCO Fundamental Advantage Total Return Strategy Fund PIMCO Fundamental IndexPLUS^® TR Fund PIMCO Global Advantage^® Strategy Bond Fund PIMCO Global Bond Fund (Unhedged) PIMCO Global Bond Fund (U.S. Dollar-Hedged) PIMCO GNMA Fund PIMCO Global Multi-Asset Fund PIMCO Government Money Market Fund PIMCO High Yield Fund PIMCO High Yield Municipal Bond Fund PIMCO High Yield Spectrum Fund PIMCO Income Fund PIMCO Inflation Response Multi-Asset Fund PIMCO International Fundamental IndexPLUS^® TR Strategy Fund PIMCO International StocksPLUS^® TR Strategy Fund (Unhedged) PIMCO International StocksPLUS^® TR Strategy Fund (U.S. Dollar- Hedged) PIMCO Investment Grade Corporate Bond Fund PIMCO Long Duration Total Return Fund PIMCO Long-Term Credit Fund PIMCO Long-Term U.S. Government Fund PIMCO Low Duration Fund PIMCO Low Duration Fund II PIMCO Low Duration Fund III PIMCO Moderate Duration Fund PIMCO Money Market Fund PIMCO Mortgage-Backed Securities Fund PIMCO Mortgage Opportunities Fund PIMCO Municipal Bond Fund PIMCO National Intermediate Municipal Bond Fund PIMCO New York Municipal Bond Fund PIMCO Real Income 2019 Fund^® PIMCO Real Income 2029 Fund^® PIMCO Real Return Asset Fund PIMCO Real Return Fund PIMCO RealEstateRealReturn Strategy Fund PIMCO RealRetirement^® Income and Distribution Fund PIMCO RealRetirement^® 2015 Fund PIMCO RealRetirement^® 2020 Fund PIMCO RealRetirement^® 2025 Fund PIMCO RealRetirement^® 2030 Fund PIMCO RealRetirement^® 2035 Fund PIMCO RealRetirement^® 2040 Fund PIMCO RealRetirement^® 2045 Fund PIMCO RealRetirement^® 2050 Fund PIMCO Senior Floating Rate Fund PIMCO Short Asset Investment Fund PIMCO Short Duration Municipal Income Fund PIMCO Short-Term Fund PIMCO Small Cap StocksPLUS^® TR Fund PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund PIMCO StocksPLUS^® Fund PIMCO StocksPLUS^® Long Duration Fund PIMCO StocksPLUS^® Total Return Fund PIMCO StocksPLUS^® TR Short Strategy Fund PIMCO Tax Managed Real Return Fund PIMCO Total Return Fund PIMCO Total Return Fund II PIMCO Total Return Fund III PIMCO Total Return Fund IV PIMCO Treasury Money Market Fund PIMCO Unconstrained Bond Fund PIMCO Unconstrained Tax Managed Bond Fund PIMCO Worldwide Fundamental Advantage TR Strategy Fund

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INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and general investment policies of each Fund are described in the Prospectuses. Consistent with each Fund’s investment policies, each Fund may invest in “Fixed Income Instruments,” which are defined in the Prospectuses. Additional information concerning the characteristics of certain of the Funds’ investments, strategies and risks is set forth below.

The PIMCO All Asset and PIMCO All Asset All Authority Funds, which are separate Funds, invest substantially all of their assets in other Funds, except the PIMCO RealRetirement^® Income and Distribution, PIMCO RealRetirement^® 2015, PIMCO RealRetirement^® 2020, PIMCO RealRetirement^® 2025, PIMCO RealRetirement^® 2030, PIMCO RealRetirement^® 2035, PIMCO RealRetirement^® 2040, PIMCO RealRetirement^® 2045 and PIMCO RealRetirement^® 2050 Funds (collectively, the “PIMCO RealRetirement^® Funds”), PIMCO Emerging Markets Full Spectrum Bond, PIMCO Global-Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and each other, as well as in funds of PIMCO Equity Series, an affiliated open-end management investment company. The other Funds in which the PIMCO All Asset and PIMCO All Asset All Authority Funds invest are referred to in this Statement of Additional Information as “Underlying PIMCO Funds.” By investing in Underlying PIMCO Funds, the PIMCO All Asset Fund, PIMCO All Asset All Authority Fund and any other funds of funds managed by PIMCO that invest all or a significant portion of their assets in the Underlying PIMCO Funds (together with the PIMCO All Asset and PIMCO All Asset All Authority Funds, the “PIMCO Funds of Funds”), may have indirect exposure to some or all of the securities and instruments described below depending upon how their assets are allocated among the Underlying PIMCO Funds. Since the PIMCO Funds of Funds invest substantially all or a significant portion of their assets in the Underlying PIMCO Funds, investment decisions made with respect to the PIMCO Funds of Funds could under certain circumstances negatively impact the Underlying PIMCO Funds, including with respect to the expenses and investment performance of the Underlying PIMCO Funds. Similarly, certain funds managed by investment advisers affiliated with PIMCO (“Affiliated Funds of Funds”) may invest some or all of their assets in the Underlying PIMCO Funds, and investment decisions made with respect to Affiliated Funds of Funds similarly could under certain circumstances negatively impact the Underlying PIMCO Funds, including with respect to the expenses and investment performance of the Underlying PIMCO Funds. Please see “Investments in the Underlying PIMCO Funds” below for more information regarding potential risks to the Underlying PIMCO Funds.

The PIMCO Emerging Markets Full Spectrum Bond, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds may also invest in any Underlying PIMCO Funds except the PIMCO All Asset and PIMCO All Asset All Authority Funds and each other. However, the PIMCO Emerging Markets Full Spectrum Bond Fund, PIMCO Global Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and PIMCO RealRetirement^® Funds may also invest in a combination of affiliated and unaffiliated funds, which may or may not be registered under the 1940 Act, Fixed Income Instruments, equity securities, forwards and derivatives, to the extent permitted under the 1940 Act or exemptive relief therefrom.

The PIMCO CommodityRealReturn Strategy Fund^® may pursue its investment objective by investing in the PIMCO Cayman Commodity Fund I Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “CRRS Subsidiary”). The CRRS Subsidiary is advised by PIMCO, and has the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the CRRS Subsidiary (unlike the Fund) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund and CRRS Subsidiary may test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the CRRS Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Fund. By investing in the CRRS Subsidiary, the Fund is indirectly exposed to the risks associated with the CRRS Subsidiary’s investments. The derivatives and other investments held by the CRRS Subsidiary are generally similar to those held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. See below “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries” for a more detailed discussion of the Fund’s CRRS Subsidiary.

The PIMCO Global Multi-Asset Fund may pursue its investment objective by investing in the PIMCO Cayman Commodity Fund II Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “GMA Subsidiary”). The GMA Subsidiary is advised by PIMCO, and has the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the GMA Subsidiary (unlike the Fund) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund and GMA Subsidiary may test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the GMA Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Fund. By investing in the GMA Subsidiary, the Fund is indirectly exposed to the risks associated with the GMA Subsidiary’s investments. The derivatives and other investments held by the GMA Subsidiary are generally similar to those held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. See below “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries” for a more detailed discussion of the Fund’s GMA Subsidiary.

The PIMCO CommoditiesPLUS^® Strategy Fund may pursue its investment objective by investing in the PIMCO Cayman Commodity Fund III Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “CPS Subsidiary”). The

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CPS Subsidiary is advised by PIMCO, and has the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the CPS Subsidiary (unlike the Fund) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund and CPS Subsidiary may test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the CPS Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Fund. By investing in the CPS Subsidiary, the Fund is indirectly exposed to the risks associated with the CPS Subsidiary’s investments. The derivatives and other investments held by the CPS Subsidiary are generally similar to those held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. See below “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries” for a more detailed discussion of the Fund’s CPS Subsidiary.

The PIMCO CommoditiesPLUS^® Short Strategy Fund may pursue its investment objective by investing in the PIMCO Cayman Commodity Fund IV Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “CPSS Subsidiary”). The CPSS Subsidiary is advised by PIMCO, and has the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the CPSS Subsidiary (unlike the Fund) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund and CPSS Subsidiary may test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the CPSS Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Fund. By investing in the CPSS Subsidiary, the Fund is indirectly exposed to the risks associated with the CPSS Subsidiary’s investments. The derivatives and other investments held by the CPSS Subsidiary are generally similar to those held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. See below “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries” for a more detailed discussion of the Fund’s CPSS Subsidiary.

The PIMCO Inflation Response Multi-Asset Fund may pursue its investment objective by investing in the PIMCO Cayman Commodity Fund VII, Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “IRMA Subsidiary,” together with the CPSS Subsidiary, the CRRS Subsidiary, the GMA Subsidiary and the CPS Subsidiary, the “Subsidiaries”). The IRMA Subsidiary is advised by PIMCO, and has the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the IRMA Subsidiary (unlike the Fund) may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund and IRMA Subsidiary may test for compliance with certain investment restrictions on a consolidated basis, except that with respect to its investments in certain securities that may involve leverage, the IRMA Subsidiary will comply with asset segregation or “earmarking” requirements to the same extent as the Fund. By investing in the IRMA Subsidiary, the Fund is indirectly exposed to the risks associated with the IRMA Subsidiary’s investments. The derivatives and other investments held by the IRMA Subsidiary are generally similar to those held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. See below “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries” for a more detailed discussion of the Fund’s IRMA Subsidiary.

U.S. Government Securities

U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the net asset value of the Funds’ shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the United States; others, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; and still others, such as securities issued by members of the Farm Credit System, are supported only by the credit of the agency, instrumentality or corporation. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. GNMA, a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC”). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government.

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Municipal Bonds

Each Fund (except the PIMCO Government Money Market and PIMCO Treasury Money Market Funds) may invest in securities issued by states, territories, possessions, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states, territories, possessions and multi-state agencies or authorities. It is a policy of each of the PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO High Yield Municipal Bond, PIMCO Municipal Bond, PIMCO National Intermediate Municipal Bond, PIMCO New York Municipal Bond, and PIMCO Short Duration Municipal Income Funds (each a “Municipal Fund,” and collectively, the “Municipal Funds”) to have at least 80% of its net assets plus borrowings for investment purposes invested in investments, the income of which is exempt from federal income tax (“Municipal Bonds”). In the case of the PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond and PIMCO California Short Duration Municipal Income Funds, the Funds will invest, under normal circumstances, at least 80% of their net assets plus borrowing for investment purposes in investments, the income of which is exempt from federal income tax and California income tax. In the case of the PIMCO New York Municipal Bond Fund, the Fund will invest, under normal circumstances, at least 80% of its net assets plus borrowing for investment purposes in investments, the income of which is exempt from federal income tax and New York income tax. The ability of a Municipal Fund, as well as the PIMCO Tax Managed Real Return Fund and the PIMCO Unconstrained Tax Managed Bond Fund, to invest in securities other than Municipal Bonds is limited by a requirement of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) that at least 50% of the applicable Municipal Fund’s total assets be invested in Municipal Bonds at the end of each quarter of a Municipal Fund’s tax year. In addition, each of the PIMCO Tax Managed Real Return and PIMCO Unconstrained Tax Managed Bond Funds seeks to invest under normal circumstances at least 50% of its assets in Municipal Bonds.

The PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond and PIMCO California Short Duration Municipal Income Funds may concentrate their investments in California Municipal Bonds and will therefore be exposed to California state-specific risks. Similarly, the PIMCO New York Municipal Bond Fund may concentrate its investments in New York Municipal Bonds and therefore will be exposed to New York state-specific risks. State-specific risks are discussed in the “Description of Principal Risks” section of the Prospectuses and in this “Municipal Bonds” section of this Statement of Additional Information. The PIMCO High Yield Municipal Bond, PIMCO Municipal Bond, PIMCO National Intermediate Municipal Bond, PIMCO Short Duration Municipal Income and PIMCO Unconstrained Tax Managed Bond Funds may, from time to time, invest more than 25% of their total assets in Municipal Bonds of issuers in California and New York. Accordingly, such Funds, to the extent they invest more than 25% in California or New York, will be subject to the California and New York State state-specific risks discussed in the “Description of Principal Risks” section of the Prospectuses and in this “Municipal Bonds” section of this Statement of Additional Information, but none of these Funds have any present intention to invest more than that amount in a particular state.

Municipal Bonds share the attributes of debt/fixed income securities in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities. Specifically, California and New York Municipal Bonds generally are issued by or on behalf of the State of California and New York, respectively, and their political subdivisions and financing authorities, and local governments. The Municipal Bonds which the Funds may purchase include general obligation bonds and limited obligation bonds (or revenue bonds); including industrial development bonds issued pursuant to former federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer’s general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt private activity bonds and industrial development bonds generally are also revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user (and/or any guarantor).

Each Fund that may invest in Municipal Bonds, and in particular the Municipal Funds and the PIMCO Unconstrained Tax Managed Bond Fund, may invest 25% or more of its total assets in Municipal Bonds that finance similar projects, such as those relating to education, health care, housing, transportation, and utilities, and 25% or more of its total assets in industrial development bonds. A Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in the bonds of similar projects or industrial development bonds.

Each Fund that may invest in Municipal Bonds may invest in pre-refunded Municipal Bonds. Pre-refunded Municipal Bonds are tax-exempt bonds that have been refunded to a call date prior to the final maturity of principal, or, in the case of pre-refunded Municipal Bonds commonly referred to as “escrowed-to-maturity bonds,” to the final maturity of principal, and remain outstanding in the municipal market. The payment of principal and interest of the pre-refunded Municipal Bonds held by a Fund is funded from securities in a designated escrow account that holds U.S. Treasury securities or other obligations of the U.S. Government (including its agencies and instrumentalities (“Agency Securities”)). As the payment of principal and interest is generated from securities held in an escrow account established by the municipality and an independent escrow agent, the pledge of the municipality has been fulfilled and the original pledge of revenue by the municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the pre-refunded Municipal Bond do not guarantee the price movement of the bond before maturity. Issuers of Municipal Bonds refund in advance of maturity the outstanding higher cost debt and issue new, lower cost debt, placing the proceeds

4

of the lower cost issuance into an escrow account to pre-refund the older, higher cost debt. Investments in pre-refunded Municipal Bonds held by a Fund may subject the Fund to interest rate risk, market risk and credit risk. In addition, while a secondary market exists for pre-refunded Municipal Bonds, if a Fund sells pre-refunded Municipal Bonds prior to maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale. To the extent permitted by the Securities and Exchange Commission (“SEC”) and the Internal Revenue Service (“IRS”), a Fund’s investment in pre-refunded Municipal Bonds backed by U.S. Treasury and Agency securities in the manner described above, will, for purposes of diversification tests applicable to certain Funds, be considered an investment in the respective U.S. Treasury and Agency securities.

Under the Internal Revenue Code, certain limited obligation bonds are considered “private activity bonds” and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. The PIMCO California Short Duration Municipal Income, PIMCO Short Duration Municipal Income and PIMCO Unconstrained Tax Managed Bond Funds do not intend to invest in securities whose interest is subject to the federal alternative minimum tax.

Each Fund (except the PIMCO Government Money Market and PIMCO Treasury Money Market Funds) may invest in Build America Bonds. Build America Bonds are tax credit bonds created by the American Recovery and Reinvestment Act of 2009, which authorizes state and local governments to issue Build America Bonds as taxable bonds in 2009 and 2010, without volume limitations, to finance any capital expenditures for which such issuers could otherwise issue traditional tax-exempt bonds. State and local governments may receive a direct federal subsidy payment for a portion of their borrowing costs on Build America Bonds equal to 35% of the total coupon interest paid to investors. The state or local government issuer can elect to either take the federal subsidy or pass the 35% tax credit along to bondholders. A Fund’s investments in Build America Bonds will result in taxable income and the Fund may elect to pass through to shareholders the corresponding tax credits. The tax credits can generally be used to offset federal income taxes and the alternative minimum tax, but such credits are generally not refundable. Build America Bonds involve similar risks as Municipal Bonds, including credit and market risk. They are intended to assist state and local governments in financing capital projects at lower borrowing costs and are likely to attract a broader group of investors than tax-exempt Municipal Bonds. For example, taxable funds, including Funds other than the Municipal Funds, may choose to invest in Build America Bonds. Although Build America Bonds were only authorized for issuance during 2009 and 2010, the program may have resulted in reduced issuance of tax-exempt Municipal Bonds during the same period. As a result, Funds that invest in tax-exempt Municipal Bonds, such as the Municipal Funds, may have increased their holdings of Build America Bonds and other investments permitted by the Funds’ respective investment objectives and policies during 2009 and 2010. The Build America Bond program expired on December 31, 2010, at which point no further issuance of new Build America Bonds was permitted. As of the date of this Statement of Additional Information, there is no indication that Congress will renew the program to permit issuance of new Build America Bonds.

The Funds may invest in municipal lease obligations. A lease is not a full faith and credit obligation of the issuer and is usually backed only by the borrowing government’s unsecured pledge to make annual appropriations for lease payments. There have been challenges to the legality of lease financing in numerous states, and, from time to time, certain municipalities have considered not appropriating money for lease payments. In deciding whether to purchase a lease obligation, the Funds will assess the financial condition of the borrower, the merits of the project, the level of public support for the project, and the legislative history of lease financing in the state. These securities may be less readily marketable than other municipals. The Funds also may purchase unrated lease obligations if determined by PIMCO to be of comparable quality to rated securities in which the Fund is permitted to invest.

The Funds may seek to enhance their yield through the purchase of private placements. These securities are sold through private negotiations, usually to institutions or mutual funds, and may have resale restrictions. Their yields are usually higher than comparable public securities to compensate the investor for their limited marketability. A Fund may not invest more than 15% of its net assets in illiquid securities, including unmarketable private placements (5% of “total assets,” as defined in Rule 2a-7 under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), in the case of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds).

Some longer-term Municipal Bonds give the investor the right to “put” or sell the security at par (face value) within a specified number of days following the investor’s request - usually one to seven days. This demand feature enhances a security’s liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a Fund would hold the longer-term security, which could experience substantially more volatility.

The Funds that may invest in Municipal Bonds may invest in municipal warrants, which are essentially call options on Municipal Bonds. In exchange for a premium, municipal warrants give the purchaser the right, but not the obligation, to purchase a Municipal Bond in the future. A Fund may purchase a warrant to lock in forward supply in an environment where the current issuance of bonds is sharply reduced. Like options, warrants may expire worthless and they may have reduced liquidity. A Fund will not invest more than 5% of its net assets in municipal warrants.

The Funds may invest in Municipal Bonds with credit enhancements such as letters of credit, municipal bond insurance and Standby Bond Purchase Agreements (“SBPAs”). Letters of credit are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying Municipal Bond should default. Municipal bond insurance, which is

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usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured Municipal Bonds have been low to date and municipal bond insurers have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. A significant portion of insured Municipal Bonds that have been issued and are outstanding are insured by a small number of insurance companies, an event involving one or more of these insurance companies, such as a credit rating downgrade, could have a significant adverse effect on the value of the Municipal Bonds insured by that insurance company and on the Municipal Bond markets as a whole. Recent downgrades of certain insurance companies have negatively impacted the price of certain insured Municipal Bonds. Given the large number of potential claims against the insurers of Municipal Bonds, there is a risk that they will not be able to meet all future claims. An SBPA is a liquidity facility provided to pay the purchase price of bonds that cannot be re-marketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower.

The Funds (except the PIMCO Government Money Market, PIMCO Money Market, PIMCO Total Return IV and PIMCO Treasury Money Market Funds) may invest in Residual Interest Bonds (“RIBs”), which brokers create by depositing a Municipal Bond in a trust. The trust in turn issues a variable rate security and RIBs. The interest rate on the short-term component is determined by the remarketing broker-dealer, while the RIB holder receives the balance of the income from the underlying Municipal Bond. Therefore, rising short-term interest rates result in lower income for the RIB, and vice versa. An investment in RIBs typically will involve greater risk than an investment in a fixed rate bond. RIBs have interest rates that bear an inverse relationship to the interest rate on another security or the value of an index. Because increases in the interest rate on the other security or index reduce the residual interest paid on a RIB, the value of a RIB is generally more volatile than that of a fixed rate bond. RIBs have interest rate adjustment formulas that generally reduce or, in the extreme, eliminate the interest paid to the Funds when short-term interest rates rise, and increase the interest paid to the Funds when short-term interest rates fall. RIBs have varying degrees of liquidity that approximate the liquidity of the underlying bond(s), and the market price for these securities is volatile. RIBs can be very volatile and may be less liquid than other Municipal Bonds of comparable maturity. These securities will generally underperform the market of fixed rate bonds in a rising interest rate environment, but tend to outperform the market of fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, RIBs typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. To the extent permitted by each Fund’s investment objectives and general investment policies, a Fund (except the PIMCO Government Money Market, PIMCO Money Market, PIMCO Total Return IV and PIMCO Treasury Money Market Funds) may invest in RIBs without limitation.

In a transaction in which a Fund purchases a RIB from a trust, and the underlying Municipal Bond was held by the Fund prior to being deposited into the trust, the Fund treats the transaction as a secured borrowing for financial reporting purposes. As a result, the Fund will incur a non-cash interest expense with respect to interest paid by the trust on the variable rate securities, and will recognize additional interest income in an amount directly corresponding to the non-cash interest expense. Therefore, the Fund’s net asset value per share and performance are not affected by the non-cash interest expense. This accounting treatment does not apply to RIBs acquired by the Funds where the Funds did not previously own the underlying Municipal Bond.

The Funds also may invest in participation interests. Participation interests are various types of securities created by converting fixed rate bonds into short-term, variable rate certificates. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities. The Funds will invest only in such securities deemed tax-exempt by a nationally recognized bond counsel, but there is no guarantee the interest will be exempt because the IRS has not issued a definitive ruling on the matter.

Municipal Bonds are subject to credit and market risk. Generally, prices of higher quality issues tend to fluctuate less with changes in market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues.

The recent economic downturn and budgetary constraints have made Municipal Bonds more susceptible to downgrade, default and bankruptcy. In addition, difficulties in the Municipal Bond markets could result in increased illiquidity, volatility and credit risk, and a decrease in the number of Municipal Bond investment opportunities. The value of Municipal Bonds may also be affected by uncertainties involving the taxation of Municipal Bonds or the rights of Municipal Bond holders in the event of a bankruptcy. Proposals to restrict or eliminate the federal income tax exemption for interest on Municipal Bonds are introduced before Congress from time to time. These legal uncertainties could affect the Municipal Bond market generally, certain specific segments of the market, or the relative credit quality of particular securities.

The Funds may purchase and sell portfolio investments to take advantage of changes or anticipated changes in yield relationships, markets or economic conditions. The Funds also may sell Municipal Bonds due to changes in PIMCO’s evaluation of the issuer or cash needs resulting from redemption requests for Fund shares. The secondary market for Municipal Bonds typically has been less

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liquid than that for taxable debt/fixed income securities, and this may affect the Fund’s ability to sell particular Municipal Bonds at then-current market prices, especially in periods when other investors are attempting to sell the same securities. Additionally, Municipal Bonds rated below investment grade (i.e., high yield Municipal Bonds) may not be as liquid as higher-rated Municipal Bonds. Reduced liquidity in the secondary market may have an adverse impact on the market price of a Municipal Bond and on a Fund’s ability to sell a Municipal Bond in response to changes or anticipated changes in economic conditions or to meet the Fund’s cash needs. Reduced liquidity may also make it more difficult to obtain market quotations based on actual trades for purposes of valuing a Fund’s portfolio. For more information on high yield securities please see “High Yield Securities (“Junk Bonds”) and Securities of Distressed Companies” below.

Prices and yields on Municipal Bonds are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the Municipal Bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of Municipal Bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded.

Each Fund that may invest in Municipal Bonds may purchase custodial receipts representing the right to receive either the principal amount or the periodic interest payments or both with respect to specific underlying Municipal Bonds. In a typical custodial receipt arrangement, an issuer or third party owner of Municipal Bonds deposits the bonds with a custodian in exchange for two classes of custodial receipts. The two classes have different characteristics, but, in each case, payments on the two classes are based on payments received on the underlying Municipal Bonds. In no event will the aggregate interest paid with respect to the two classes exceed the interest paid by the underlying Municipal Bond. Custodial receipts are sold in private placements. The value of a custodial receipt may fluctuate more than the value of a Municipal Bond of comparable quality and maturity.

The perceived increased likelihood of default among issuers of Municipal Bonds has resulted in constrained illiquidity, increased price volatility and credit downgrades of issuers of Municipal Bonds. Local and national market forces—such as declines in real estate prices and general business activity—may result in decreasing tax bases, fluctuations in interest rates, and increasing construction costs, all of which could reduce the ability of certain issuers of Municipal Bonds to repay their obligations. Certain issuers of Municipal Bonds have also been unable to obtain additional financing through, or must pay higher interest rates on, new issues, which may reduce revenues available for issuers of Municipal Bonds to pay existing obligations. In addition, recent events have demonstrated that the lack of disclosure rules in this area can make it difficult for investors to obtain reliable information on the obligations underlying Municipal Bonds. Adverse developments in the Municipal Bond market may negatively affect the value of all or a substantial portion of a fund’s holdings in Municipal Bonds.

Obligations of issuers of Municipal Bonds are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their Municipal Bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for Municipal Bonds or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal or political developments might affect all or a substantial portion of a Fund’s Municipal Bonds in the same manner. In particular, the PIMCO California Intermediate Municipal Bond, PIMCO California Short Duration Municipal Income and PIMCO New York Municipal Bond Funds are subject to the risks inherent in concentrating investment in a particular state or region. The following summarizes information drawn from official statements, and other public documents available relating to issues potentially affecting securities offerings of issuers domiciled in the states of California and New York. Neither the Funds nor PIMCO have independently verified the information, but have no reason to believe that it is substantially different.

California. Each Fund investing in California Municipal Bonds, and in particular the PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond and PIMCO California Short Duration Municipal Income Funds, may be particularly affected by political, economic or regulatory developments affecting the ability of California tax-exempt issuers to pay interest or repay principal. Provisions of the California Constitution and State statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California governmental issuers to maintain debt service on their obligations. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. The information set forth below constitutes only a brief summary of a number of complex factors which may impact issuers of California Municipal Bonds. The information is derived from sources that are generally available to investors, including information promulgated by the State’s Department of Finance, the State’s Treasurer’s Office, and the Legislative Analyst’s Office. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of California. Such information has not been independently verified by the Funds, and the Funds assume no responsibility for the completeness or accuracy of such information. It should be noted that the financial strength of local California issuers and the creditworthiness of obligations issued by local California issuers is not directly related to the financial strength of the State or the creditworthiness of obligations issued by the State, and there is no obligation on the part of the State to make payment on such local obligations in the event of default.

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Certain debt obligations held by a Fund may be obligations of issuers that rely in whole or in substantial part on California state government revenues for the continuance of their operations and payment of their obligations. Whether and to what extent the California Legislature will continue to appropriate a portion of the State’s General Fund to counties, cities and their various entities, which depend upon State government appropriations, is not entirely certain. To the extent local entities do not receive money from the State government to pay for their operations and services, their ability to pay debt service on obligations held by the Funds may be impaired.

Certain tax-exempt securities in which the Funds may invest may be obligations payable solely from the revenues of specific institutions, or may be secured by specific properties, which are subject to provisions of California law that could adversely affect the holders of such obligations. For example, the revenues of California health care institutions may be subject to state laws, and California law limits the remedies of a creditor secured by a mortgage or deed of trust on real property.

California’s economy, the largest state economy in the United States and one of the largest and most diverse in the world, has major components in high technology, trade, entertainment, agriculture, manufacturing, government, tourism, construction and services, and may be sensitive to economic factors affecting those industries. The relative proportion of the various components of the California economy closely resembles the make-up of the national economy.

In March 2004, voters approved Proposition 57, the California Economic Recovery Bond Act, which authorized the issuance of up to $15 billion in Economic Recovery Bonds (“ERBs”) to finance the State’s negative General Fund balance as of June 30, 2004 and other General Fund obligations undertaken prior to June 30, 2004. Repayment of the ERBs is secured by a pledge of revenues from a one-quarter cent increase in the State’s sales and use tax that became effective July 1, 2004. In addition, as voter-approved general obligation bonds, the ERBs are secured by the State’s full faith and credit and payable from the General Fund in the event the dedicated sales and use tax revenue is insufficient to repay the bonds. The entire authorized amount of ERBs was issued in three sales between May 2004 and February 2008. No further ERBs can be issued under Proposition 57, except for refunding bonds. As of May 1, 2012, California had outstanding approximately $80.7 billion in long-term general obligation bonds.

Also in March 2004, voters approved Proposition 58, which amended the California State Constitution to require balanced budgets in the future, yet this has not prevented the State from enacting budgets that rely on borrowing. Proposition 58 also created the Budget Stabilization Account (“BSA”) as a secondary budgetary reserve. Beginning with fiscal year 2006-07, a specified portion of estimated annual General Fund revenues (reaching a ceiling of 3% by fiscal year 2008-09) will be transferred by the State Controller into the BSA no later than September 30 of each fiscal year unless the transfer is suspended or reduced by an executive order issued by the Governor. The Governor suspended the BSA transfers in each of fiscal years 2008-09 through 2011-12 due to the condition of the General Fund and proposed another suspension for fiscal year 2012-13. This special reserve will be used to repay the ERBs and provide a “rainy-day” fund for future economic downturns or natural disasters. The amendment allows the Governor to declare a fiscal emergency whenever he or she determines that General Fund revenues will decline below budgeted expenditures, or expenditures will increase substantially above available resources. The Governor declared several such fiscal emergencies from 2008 through 2011. Finally, Proposition 58 requires the State legislature to take action on legislation proposed by the Governor to address fiscal emergencies.

California, like the rest of the nation, has experienced an uneven economic recovery from the severe economic downturn that began in late 2007. The outlook for the national economy is for moderate growth in 2012 and 2013. The nation’s real GDP is estimated to have grown 2.1% in 2011 and is projected to grow 1.4% in 2012 and 1.2% in 2013. While the outlook for the California economy and GDP projections were higher in 2010, several events that occurred in 2011 have slowed that projected progress—the aftermath of the Japanese earthquake, unrest in the Middle East, the federal debt limit debate and the European financial crisis. Consequently, the 2012-13 Governor’s Budget forecasts that the economic recovery from the recession will continue at a slow pace.

A variety of fundamental economic indicators suggests that the national economy has experienced a slow, steady economic expansion over the past year, including a recovery from midyear 2011 weakness. The prospects for the national and California economies are guardedly positive. The national recovery regained momentum in the closing months of 2011, and while disappointing, labor markets have improved slowly. The State’s forecasts assume the federal government will not add any more stimulus funding, that future federal budget actions will not result in a severe fiscal contraction, and that some combination of spending cuts and tax increases will most likely be phased in beginning in 2013.

The economic slowdown was caused in large part by a dramatic downturn in the housing industry, with a drop in new home starts and sales from 2006 through 2009 and declines in average home sales prices in most of the State for 37 straight months ending in January 2010. The housing slump has been deeper in the State than most other parts of the nation, and declining prices and increasing subprime mortgage rates led to record mortgage delinquencies and home foreclosures. Existing homes sales in California during the first 11 months of 2011 were up slightly from the same months of 2010, although prices for these homes fell during the period. These trends are forecast to continue in 2012 because more home foreclosures are anticipated.

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Employment data also reflects the difficult economy. Nonfarm wage and payroll employment in California is forecast to grow by 1.3% in 2012, 1.8% in 2013 and 2.5% in 2014, as compared to growing by just 0.9% in 2011. The State’s unemployment rate fell from a high of 12.5% in December 2010 to 11.1% in December 2011. Nonfarm employment accelerated substantially from August through November of 2011, when the unemployment rate dropped to 11.3%, the lowest rate since May 2009. Comparing November 2011 with a year earlier, 233,100 new jobs were created. The State is forecast to recover the nonfarm jobs lost during the recession in the second quarter of 2016.

Personal income in California is projected to grow 3.8% in 2012, 4.1% in 2013 and 5.4% in 2014, as compared to falling by 2.4% in 2009 and the 5.1% average growth rate from 1989 to 2009. Taxable sales in California deteriorated dramatically in 2008 and bottomed out in FY 2009-10. Based on preliminary data, it is estimated that taxable sales have increased by 7.5% in FY 2010-11. Growth is forecast to continue at 6.8% and 4% in FYs 2011-12 and 2012-13, respectively. Furthermore, California wages and salaries are forecast to rise by an average of 4.8% in 2011, followed by 4.9% growth in 2012, and 2.3% in 2013. On the other hand, the more subdued national outlook led to a more restrained projection for 2012—year-over-year wage growth dropped from 4.5 percent to 3.8 percent.

Revenue bonds represent both obligations payable from State revenue-producing enterprises and projects, which are not payable from the General Fund, and conduit obligations payable only from revenues paid by private users of facilities financed by such revenue bonds. Such enterprises and projects include transportation projects, various public works and exposition projects, educational facilities (including the California State University and University of California systems), housing, health facilities, and pollution control. General Fund revenue collections are expected to be $86.8 billion in FY 2011-12 and $95.9 billion in FY 2012-13.

In 2010, California’s credit rating was revised by Moody’s Investor Services, Inc. (“Moody’s”), Standard & Poor’s Rating Services (“S&P”) and Fitch, Inc. (“Fitch”). As of July 1, 2012, California’s general obligation bonds were assigned ratings of A1, A- and A- by Moody’s, S&P and Fitch, respectively. The ratings agencies continue to monitor the State’s budget deliberations closely to determine whether to alter the ratings. It should be recognized that these ratings are not an absolute standard of quality, but rather general indicators. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may affect the market price of the State municipal obligations in which a Fund invests.

In March 2011, the State projected a general fund budget deficit of $26.6 billion at the end of FY 2011-2012. This large deficit was due in large part to the ending of many temporary budget solutions, including the expiration of temporary tax measures adopted two years ago. In June 2011, the Budget Act of 2011 was enacted to close the projected budget deficit and achieve a small budget reserve for FY 2011-2012. The Budget Act of 2011 proposed to balance the budget by cutting billions of dollars in spending and realigning state programs.

In January 2012, the Governor’s Budget projected the State’s budget shortfall to be $9.2 billion for FY 2012-13. However, the May Revision to the Governor’s Budget estimated the budget shortfall had grown to $15.7 billion as a result of a reduced revenue outlook, higher costs to fund schools, and decisions by the federal government and courts to block budget cuts. Accordingly, the Governor proposed $16.7 billion in budget actions (including increased revenues, deep expenditure reductions and other solutions) to address the $15.7 billion budget shortfall and leave the State with an estimated reserve of $1 billion at the end of FY 2012-13. On June 27, 2012, the Governor signed the 2012 Budget Act, which proposes to balance the budget by making deep spending cuts and shifting some state programs to local entities. Furthermore, the 2012 Budget Act relies heavily on California voters approving temporary tax increases in the November 2012 election. Should the tax increases fail to be approved, the 2012 Budget Act calls for additional automatic spending cuts totaling $6 billion.

The State is a party to numerous legal proceedings, many of which normally occur in governmental operations and which, if decided against the State, might require the State to make significant future expenditures or impair future revenue sources.

Constitutional and statutory amendments as well as budget developments may affect the ability of California issuers to pay interest and principal on their obligations. The overall effect may depend upon whether a particular California tax-exempt security is a general or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.

New York. Funds investing in New York Municipal Bonds, and in particular the PIMCO New York Municipal Bond Fund, may be particularly affected by political, economic or regulatory developments affecting the ability of New York tax-exempt issuers to pay interest or repay principal. Investors should be aware that certain issuers of New York tax-exempt securities have at times experienced

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serious financial difficulties. A reoccurrence of these difficulties may impair the ability of certain New York issuers to maintain debt service on their obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in New York and is derived from sources that are generally available to investors, including the New York State Division of the Budget and the New York City Office of Management and Budget. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of New York. Such information has not been independently verified by the Funds and the Funds assume no responsibility for the completeness or accuracy of such information. It should be noted that the creditworthiness of obligations issued by local New York issuers may be unrelated to the creditworthiness of obligations issued by New York City and State agencies, and that there is no obligation on the part of New York State to make payment on such local obligations in the event of default.

New York has historically been one of the wealthiest states in the nation, maintaining the third largest economy in the United States behind California and Texas. For decades, however, the State’s economy grew more slowly than that of the nation as a whole, gradually eroding the State’s relative economic affluence, as urban centers lost the more affluent to the suburbs and people and businesses migrated to the southern and the western United States. Among the factors that may adversely affect the New York State economy are additional write-downs by the financial sector associated with subprime mortgages; deteriorating credit markets, thereby lowering business investment and prolonging recovery; and increases in the cost of energy and food prices, thereby increasing the risk of high inflation.

Relative to other states, New York has for many years imposed a very high state and local tax burden on residents. The burden of state and local taxation in combination with the many other causes of regional economic dislocation, has contributed to the decisions of some businesses and individuals to relocate outside of, or not locate within, New York. The economic and financial condition of the State also may be affected by various financial, social, economic and political factors. For example, the securities industry is more central to New York’s economy than to the national economy, therefore any significant decline in stock market performance could adversely affect the State’s income and employment levels. Furthermore, such social, economic and political factors can be very complex, may vary from year to year and can be the result of actions taken not only by the State and its agencies and instrumentalities, but also by entities, such as the Federal government, that are not under the control of the State.

The fiscal stability of New York State is related to the fiscal stability of the State’s municipalities, its agencies and authorities (which generally finance, construct and operate revenue-producing public benefit facilities). This is due in part to the fact that agencies, authorities and local governments in financial trouble often seek State financial assistance. The experience has been that if New York City or any of its agencies or authorities suffers serious financial difficulty, then the ability of the State, New York City, and the State’s political subdivisions, agencies and authorities to obtain financing in the public credit markets, and the market price of outstanding New York tax-exempt securities, is adversely affected.

State actions affecting the level of receipts and disbursements, the relative strength of the State and regional economies and actions of the federal government may create budget gaps for the State. Moreover, even an ostensibly balanced budget may still contain several financial risks. These risks include the possibility of broad economic factors, additional spending needs, revenues that may not materialize and proposals to reduce spending or raise revenues that have been previously rejected by the Legislature. To address a potential imbalance in any given FY, the State would be required to take actions to increase receipts and/or reduce disbursements as it enacts the budget for that year. Under the State Constitution, the Governor is required to propose a balanced budget each year. There can be no assurance, however, that the Legislature will enact the proposals or that the State’s actions will be sufficient to preserve budgetary balance in a given fiscal year or to align recurring receipts and disbursements in future fiscal years. The fiscal stability of the State is related to the fiscal stability of its public authorities. Authorities have various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Authorities are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself, and may issue bonds and notes within the amounts and restrictions set forth in their legislative authorization.

Authorities are generally supported by revenues generated by the projects financed or operated, such as tolls charged for use of highways, bridges or tunnels, charges for electric power, electric and gas utility services, rentals charged for housing units and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.

Over the near and long term, New York State and New York City may face economic problems. New York City accounts for a large portion of the State’s population and personal income, and New York City’s financial health affects the State in numerous ways. New York City continues to require significant financial assistance from the State and depends on State aid to both enable it to balance its budget and to meet its cash requirements. The State could also be affected by the ability of the City to market its securities successfully in the public credit markets, as well as by shifts upward or downward in the State’s real estate market.

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The State’s enacted budget for FY 2012-13 closed a projected budget gap of $3.5 billion. The current services budget gaps in future years were projected at $3.6 billion in FY 2014, $5.0 billion in FY 2015, and $4.2 billion in FY 2016, before the gap-closing actions approved by the Governor and Legislature. The State’s Division of Budget (“DOB”) estimates that the enacted budget gap-closing plan eliminates the services budget gap of $3.5 billion in FY 2013 and reduces the budget gaps to $950 million in FY 2014, $3.4 billion in FY 2015, and $4.1 billion in FY 2016. The estimated budget gaps represent the difference between (a) the projected General Fund disbursements, including transfers to other funds, needed to maintain anticipated service levels and specific commitments, and (b) the expected level of resources to pay for them. The FY 2012-13 authorized gap-closing plan consists of approximately $2 billion in savings from spending control and $1.5 billion in net new resources from tax reform approved in December 2011.

The DOB expects that the New York economic outlook continues to call for tepid but improving growth over the course 2012. However, there are significant risks to this forecast, including the effects of: the euro-debt crisis, a longer and deeper European recession, significantly slower growth in emerging markets, elevated gasoline prices, and a surge in home foreclosures.

The State projects total State employment growth of 1.0% for 2012, on an average annual basis, with private sector jobs increasing 1.4%. The State projects a 1.9% increase in wages for 2012, following growth of 3.8% in 2011. The State’s unemployment rate as of March 2012 was 8.2%, and the DOB expects the unemployment rate to average 8.6% in 2012.

Estimated Total General Fund receipts are projected to be $58.7 billion for FY 2012-13, an increase of $1.5 billion, or 2.6 percent from FY 2011-2012 estimates. General Fund business tax receipts for FY 2013 are now projected to increase by $278 million, or 4.8 percent, from FY 2012 to $6.0 billion.

In February 2012, New York City Mayor Michael Bloomberg presented the City’s FY 2013 preliminary budget and an updated four year financial plan. The Mayor outlined a plan to close a $2 billion budget deficit without tax increases. The plan relies on $6 billion in savings generated through eleven rounds of deficit closing actions taken by City agencies since 2007.

New York City has the largest population of any city in the U.S., and it is obligated to maintain a complex and aging infrastructure. The City bears responsibility for more school buildings, firehouses, health facilities, community colleges, roads, bridges, libraries, and police precincts than any other municipality in the country. Capital bond proceeds are used for the construction and rehabilitation of these facilities. Bond proceeds are also used for financing shorter-lived capital items such as comprehensive computer systems.

New York City’s general debt limit, as provided in the New York State Constitution, is 10 percent of the five-year rolling average of the full value of taxable City real property. The City’s FY 2012 general debt-incurring power of $76.097 billion is projected to increase to $77.768 billion in FY 2013, to $79.508 billion in FY 2014, and $81.210 billion by FY 2015. The City’s general obligation debt outstanding was $41.25 billion at the beginning of FY 2012. After including contract and other liability and adjusting for appropriations, the City’s indebtedness that is counted toward the debt limit totaled $52.03 billion at the beginning of FY 2012. This indebtedness is expected to grow to $62.47 billion by the beginning of FY 2015. The City was below its general debt limit by $24.06 billion on July 1, 2011 and is projected to have remaining debt-incurring capacity of $19.06 billion on July 1, 2012, $18.28 billion on July 1, 2013, and $18.74 billion on July 1, 2014.

In addition to general obligation bonds, the City maintains several additional credits, including bonds issued by the New York City Transitional Finance Authority (“NYCTFA”) and Tobacco Settlement Asset Securitization Corporation (“TSASC”). Since its inception in 1997 through FY 2011, the NYCTFA has issued over $21 billion of NYCTFA Personal Income Tax bonds and $2 billion of Recovery Bonds. In July 2009, the State Legislature granted NYCTFA the authority to issue additional debt for general capital purposes. This additional borrowing above the initial $13.5 billion limit is secured by personal income tax revenues and counted under the City’s general debt limit. In addition to this capacity, the NYCTFA is authorized to issue up to $9.4 billion of Building Aid Revenue Bonds (BARBs) for education purposes. Approximately $4.73 billion of these bonds have been issued as of December 1, 2011. Debt service for these bonds is supported by State building aid revenues. Between FYs 2000 and 2006, TSASC contributed a total of $1.3 billion to the City’s capital program but is unlikely to provide further support to the City’s capital program. The City’s debt per capita has grown from $2,951 in FY 1990 to $8,763 by FY 2011, an increase of 197 percent. Over the same period, the cumulative growth rate in debt per capita exceeded the rate of inflation by 118 percentage points. The FY 2011 debt per capita is an increase of $482, or 5.8 percent, from FY 2010. Based on an analysis of financial statements released by other jurisdictions in FY 2010, New York City’s debt burden per capita was nearly double the average sample of large U.S. cities.

As of July 1, 2012, New York State’s general obligation bonds are rated AA, Aa2, and AA by S&P, Moody’s, and Fitch, respectively. In 2010, Moody’s changed the State’s credit rating to Aa2 from Aa3 and Fitch changed the State’s credit rating to AA from AA-. Each change represents a recalibration of certain public finance ratings by Moody’s and Fitch, respectively. As of July 1, 2012, New York City’s general obligation debt was rated AA by S&P, Aa2 by Moody’s, and AA by Fitch. The City’s general obligation credit ratings were upgraded by all three agencies in 2007; and both Moody’s and Fitch increased the City’s general obligation credit rating in 2010. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant.

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A downward revision or withdrawal of such ratings, or either of them, may have an effect on the market price of the State municipal obligations in which a Fund invests.

Mortgage-Related Securities and Asset-Backed Securities

Mortgage-related securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations. See “Mortgage Pass-Through Securities.” Certain Funds also may invest in debt securities which are secured with collateral consisting of mortgage-related securities (see “Collateralized Mortgage Obligations”). The PIMCO Senior Floating Rate Fund may invest up to 5% of its total assets in mortgage- or asset-backed securities.

The recent financial downturn—particularly the increase in delinquencies and defaults on residential mortgages, falling home prices, and unemployment—has adversely affected the market for mortgage-related securities. In addition, various market and governmental actions may impair the ability to foreclose on or exercise other remedies against underlying mortgage holders, or may reduce the amount received upon foreclosure. These factors have caused certain mortgage-related securities to experience lower valuations and reduced liquidity. There is also no assurance that the U.S. Government will take further action to support the mortgage-related securities industry, as it has in the past, should the economic downturn continue or the economy experience another downturn. Further, recent legislative action and any future government actions may significantly alter the manner in which the mortgage-related securities market functions. Each of these factors could ultimately increase the risk that a Fund could realize losses on mortgage-related securities.

Mortgage Pass-Through Securities. Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities (such as securities issued by GNMA) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

The rate of pre-payments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may have the effect of shortening or extending the effective duration of the security relative to what was anticipated at the time of purchase. To the extent that unanticipated rates of pre-payment on underlying mortgages increase the effective duration of a mortgage-related security, the volatility of such security can be expected to increase. The residential mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market value of certain of the Funds’ mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally have increased recently and may continue to increase, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses. Borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates. Also, a number of residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Owing largely to the foregoing, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for certain mortgage-related securities, which can adversely affect the market value of mortgage-related securities. It is possible that such limited liquidity in such secondary markets could continue or worsen.

Agency Mortgage-Related Securities. The principal governmental guarantor of mortgage-related securities is GNMA. GNMA is a wholly owned United States Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the United States Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured by the Federal Housing Administration (the “FHA”), or guaranteed by the Department of Veterans Affairs (the “VA”).

Government-related guarantors (i.e., not backed by the full faith and credit of the United States Government) include FNMA and FHLMC. FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the United States Government. FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation that issues Participation Certificates (“PCs”), which

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are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States Government.

On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.

In connection with the conservatorship, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise. This agreement contains various covenants that severely limit each enterprise’s operations. In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each enterprise’s senior preferred stock and warrants to purchase 79.9% of each enterprise’s common stock. On February 18, 2009, the U.S. Treasury announced that it was doubling the size of its commitment to each enterprise under the Senior Preferred Stock Program to $200 billion. The U.S. Treasury’s obligations under the Senior Preferred Stock Program are for an indefinite period of time for a maximum amount of $200 billion per enterprise.

FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The Senior Preferred Stock Purchase Agreement is intended to enhance each of FNMA’s and FHLMC’s ability to meet its obligations. The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFA’s plan to restore the enterprise to a safe and solvent condition has been completed.

Under the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.

FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMA’s or FHLMC’s assets available therefor.

In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.

Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.

In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.

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In addition, in a February 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development, the Obama administration provided a plan to reform America’s housing finance market. The plan would reduce the role of and eventually eliminate FNMA and FHLMC. Notably, the plan does not propose similar significant changes to GNMA, which guarantees payments on mortgage-related securities backed by federally insured or guaranteed loans such as those issued by the Federal Housing Association or guaranteed by the Department of Veterans Affairs. The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including implementing: (i) a privatized system of housing finance that limits government insurance to very limited groups of creditworthy low- and moderate-income borrowers; (ii) a privatized system with a government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii) a privatized system where the government would offer reinsurance to holders of certain highly-rated mortgage-related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent.

Privately Issued Mortgage-Related Securities. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities or private insurers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Trust’s investment quality standards. There can be no assurance that insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. The Funds may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originators/servicers and poolers, PIMCO determines that the securities meet the Trust’s quality standards. Securities issued by certain private organizations may not be readily marketable. A Fund will not purchase mortgage-related securities or any other assets which in PIMCO’s opinion are illiquid if, as a result, more than 15% of the value of the Fund’s net assets will be illiquid (5% of “total assets,” as defined in Rule 2a-7 under the 1940 Act, in the case of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds).

Privately issued mortgage-related securities are not subject to the same underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying privately issued mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Mortgage pools underlying privately issued mortgage-related securities more frequently include second mortgages, high loan-to-value ratio mortgages and manufactured housing loans, in addition to commercial mortgages and other types of mortgages where a government or government-sponsored entity guarantee is not available. The coupon rates and maturities of the underlying mortgage loans in a privately-issued mortgage-related securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans are loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher default rates than those loans that meet government underwriting requirements.

The risk of non-payment is greater for mortgage-related securities that are backed by loans that were originated under weak underwriting standards, including loans made to borrowers with limited means to make repayment. A level of risk exists for all loans, although, historically, the poorest performing loans have been those classified as subprime. Other types of privately issued mortgage-related securities, such as those classified as pay-option adjustable rate or Alt-A have also performed poorly. Even loans classified as prime have experienced higher levels of delinquencies and defaults. The substantial decline in real property values across the U.S. has exacerbated the level of losses that investors in privately issued mortgage-related securities have experienced. It is not certain when these trends may reverse. Market factors that may adversely affect mortgage loan repayment include adverse economic conditions, unemployment, a decline in the value of real property, or an increase in interest rates.

Privately issued mortgage-related securities are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related securities held in a Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

The Funds may purchase privately issued mortgage-related securities that are originated, packaged and serviced by third party entities. It is possible these third parties could have interests that are in conflict with the holders of mortgage-related securities, and such holders (such as a Fund) could have rights against the third parties or their affiliates. For example, if a loan originator, servicer or its affiliates engaged in negligence or willful misconduct in carrying out its duties, then a holder of the mortgage-related security could seek recourse against the originator/servicer or its affiliates, as applicable. Also, as a loan originator/servicer, the originator/servicer or

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its affiliates may make certain representations and warranties regarding the quality of the mortgages and properties underlying a mortgage-related security. If one or more of those representations or warranties is false, then the holders of the mortgage-related securities (such as a Fund) could trigger an obligation of the originator/servicer or its affiliates, as applicable, to repurchase the mortgages from the issuing trust. Notwithstanding the foregoing, many of the third parties that are legally bound by trust and other documents have failed to perform their respective duties, as stipulated in such trust and other documents, and investors have had limited success in enforcing terms.

Mortgage-related securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are not subject to the Funds’ industry concentration restrictions, set forth below under “Investment Restrictions,” by virtue of the exclusion from that test available to all U.S. Government securities. In the case of privately issued mortgage-related securities, the Funds take the position that mortgage-related securities do not represent interests in any particular “industry” or group of industries. Therefore, a Fund may invest more or less than 25% of its total assets in privately issued mortgage-related securities. The assets underlying such securities may be represented by a portfolio of residential or commercial mortgages (including both whole mortgage loans and mortgage participation interests that may be senior or junior in terms of priority of repayment) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the FHA or the VA. In the case of privately issued mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.

PIMCO seeks to manage the portion of any Fund’s assets committed to privately issued mortgage-related securities in a manner consistent with the Fund’s investment objective, policies and overall portfolio risk profile. In determining whether and how much to invest in privately issued mortgage-related securities, and how to allocate those assets, PIMCO will consider a number of factors. These include, but are not limited to: 1) the nature of the borrowers (e.g., residential vs. commercial); (2) the collateral loan type (e.g., for residential: First Lien - Jumbo/Prime, First Lien - Alt-A, First Lien - Subprime, First Lien - Pay-Option or Second Lien; for commercial: Conduit, Large Loan or Single Asset / Single Borrower); and 3) in the case of residential loans, whether they are fixed rate or adjustable mortgages. Each of these criteria can cause privately issued mortgage-related securities to have differing primary economic characteristics and distinguishable risk factors and performance characteristics.

Collateralized Mortgage Obligations (“CMOs”). A CMO is a debt obligation of a legal entity that is collateralized by mortgages and divided into classes. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. CMOs may be collateralized by whole mortgage loans or private mortgage bonds, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.

CMOs are structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including pre-payments. Actual maturity and average life will depend upon the pre-payment experience of the collateral. In the case of certain CMOs (known as “sequential pay” CMOs), payments of principal received from the pool of underlying mortgages, including pre-payments, are applied to the classes of CMOs in the order of their respective final distribution dates. Thus, no payment of principal will be made to any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.

In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. CMOs may be less liquid and may exhibit greater price volatility than other types of mortgage- or asset-backed securities.

As CMOs have evolved, some classes of CMO bonds have become more common. For example, the Funds may invest in parallel-pay and planned amortization class (“PAC”) CMOs and multi-class pass through certificates. Parallel-pay CMOs and multi-class pass-through certificates are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO and multi-class pass-through structures, must be retired by its stated maturity date or final distribution date but may be retired earlier. PACs generally require payments of a specified amount of principal on each payment date. PACs are parallel-pay CMOs with the required principal amount on such securities having the highest priority after interest has been paid to all classes. Any CMO or multi-class pass through structure that includes PAC securities must also have support tranches—known as support bonds, companion bonds or non-PAC bonds—which lend or absorb principal cash flows to allow the PAC securities to maintain their stated maturities and final distribution dates within a range of actual prepayment experience. These support tranches are subject to a higher level of maturity risk compared to other mortgage-related securities, and usually provide a higher yield to compensate investors. If principal

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cash flows are received in amounts outside a pre-determined range such that the support bonds cannot lend or absorb sufficient cash flows to the PAC securities as intended, the PAC securities are subject to heightened maturity risk. Consistent with a Fund’s investment objectives and policies, PIMCO may invest in various tranches of CMO bonds, including support bonds.

Commercial Mortgage-Backed Securities. Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including mortgage dollar rolls, CMO residuals or stripped mortgage-backed securities (“SMBS”). Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.

CMO Residuals. CMO residuals are mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses and any management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to pre-payments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-backed securities. See “Other Mortgage-Related Securities-Stripped Mortgage-Backed Securities.” In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances a Fund may fail to recoup fully its initial investment in a CMO residual.

CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the Securities Act of 1933, as amended (the “1933 Act”). CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a Fund’s limitations on investment in illiquid securities.

Adjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities (“ARMBSs”) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a Fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a Fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a Fund, when holding an ARMBS, does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.

Stripped Mortgage-Backed Securities. SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the

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mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated pre-payments of principal, a Fund may fail to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating categories.

Collateralized Bond Obligations, Collateralized Loan Obligations and other Collateralized Debt Obligations. The Funds (except the PIMCO Government Money Market, PIMCO Money Market, PIMCO Total Return IV and PIMCO Treasury Money Market Funds) may invest in each of collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”), other collateralized debt obligations (“CDOs”) and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is often backed by a diversified pool of high risk, below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.

For CBOs, CLOs and other CDOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since they are partially protected from defaults, senior tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or other CDO securities as a class.

The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities and the class of the instrument in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CBOs, CLOs and other CDOs may be characterized by the Funds as illiquid securities, however an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this Statement of Additional Information and the Funds’ Prospectuses (e.g., interest rate risk and default risk), CBOs, CLOs and other CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the risk that Funds may invest in CBOs, CLOs or other CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

Asset-Backed Securities. Asset-backed securities (“ABS”) are bonds backed by pools of loans or other receivables. ABS are created from many types of assets, including auto loans, credit card receivables, home equity loans, and student loans. ABS are issued through special purpose vehicles that are bankruptcy remote from the issuer of the collateral. The credit quality of an ABS transaction depends on the performance of the underlying assets. To protect ABS investors from the possibility that some borrowers could miss payments or even default on their loans, ABS include various forms of credit enhancement.

Some ABS, particularly home equity loan transactions, are subject to interest-rate risk and prepayment risk. A change in interest rates can affect the pace of payments on the underlying loans, which in turn, affects total return on the securities. ABS also carry credit or default risk. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as early amortization, or early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include: a big rise in defaults on the underlying loans, a sharp drop in the credit enhancement level, or even the bankruptcy of the originator. Once early amortization begins, all incoming loan payments (after expenses are paid) are used to pay investors as quickly as possible based upon a predetermined priority of payment.

Consistent with a Fund’s investment objectives and policies, PIMCO also may invest in other types of asset-backed securities.

Real Estate Securities and Related Derivatives

Certain Funds (in particular, the PIMCO RealEstateRealReturn Strategy Fund) may gain exposure to the real estate sector by investing in real estate-linked derivatives, real estate investment trusts (“REITs”), and common, preferred and convertible securities of issuers in real estate-related industries. Each of these types of investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased competition, variations in market value, and possible environmental liabilities.

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REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other expenses, and so the Funds that invest in REITs will bear their proportionate share of the costs of the REITs’ operations.

There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest primarily in direct fee ownership or leasehold ownership of real property; they derive most of their income from rents. Mortgage REITs invest mostly in mortgages on real estate, which may secure construction, development or long-term loans, and the main source of their income is mortgage interest payments. Hybrid REITs hold both ownership and mortgage interests in real estate.

Along with the risks common to different types of real estate-related securities, REITs, no matter the type, involve additional risk factors. These include poor performance by the REIT’s manager, changes to the tax laws, and failure by the REIT to qualify for tax-free distribution of income or exemption under the 1940 Act. Furthermore, REITs are not diversified and are heavily dependent on cash flow.

Bank Obligations

Bank obligations in which the Funds may invest include certificates of deposit, bankers’ acceptances, and fixed time deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits. A Fund will not invest in fixed time deposits which: (1) are not subject to prepayment; or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets (5% of “total assets,” as defined in Rule 2a-7 under the 1940 Act, in the case of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) would be invested in such deposits, repurchase agreements with remaining maturities of more than seven days and other illiquid assets.

To the extent that the PIMCO Money Market Fund invests 25% or more of its assets in obligations issued by U.S. banks, the Fund will be subject to bank concentration risks, such as adverse changes in economic and regulatory developments affecting the banking industry that could affect the ability of the banks to meet their obligations. Such adverse economic changes may include substantial losses on loans, increases in non-performing assets and charge-offs and declines in total deposits. The activities of U.S. banks and most foreign banks are subject to comprehensive regulations which, in the case of U.S. regulations, have undergone substantial changes in the past decade and are currently subject to legislative and regulatory scrutiny. The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operations and profitability of U.S. and foreign banks. Significant developments in the U.S. banking industry have included increased competition from other types of financial institutions, increased acquisition activity and geographic expansion. Banks may be particularly susceptible to certain economic factors, such as interest rate changes and adverse developments in the market for real estate. Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds, loan demand and asset quality and thereby impact the earnings and financial conditions of banks.

The PIMCO California Intermediate Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO Government Money Market, PIMCO High Yield Municipal Bond, PIMCO GNMA, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Money Market, PIMCO Mortgage-Backed Securities, PIMCO Municipal Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO Short Duration Municipal Income, PIMCO Total Return II and PIMCO Treasury Money Market Funds may invest in the same types of bank obligations as the other Funds, but they must be U.S. dollar-denominated. Subject to the Trust’s limitation on concentration of no more than 25% of its total assets in the securities of issuers in a particular industry, as described in the “Investment Restrictions” section below, there is no limitation on the amount of a Fund’s assets which may be invested in obligations of foreign banks which meet the conditions set forth herein.

Obligations of foreign banks involve somewhat different investment risks than those affecting obligations of United States banks, including the possibilities that their liquidity could be impaired because of future political and economic developments, that their obligations may be less marketable than comparable obligations of United States banks, that a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, that foreign deposits may be seized or nationalized, that foreign governmental restrictions such as exchange controls may be adopted which might adversely affect the payment of principal and interest on those obligations and that the selection of those obligations may be more difficult because there may be less publicly

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available information concerning foreign banks or the accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to United States banks. Foreign banks are not generally subject to examination by any United States Government agency or instrumentality.

Indebtedness, Loan Participations and Assignments

Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may purchase indebtedness and participations in commercial loans. Such investments may be secured or unsecured. Indebtedness is different from traditional debt securities in that debt securities are part of a large issue of securities to the public and indebtedness may not be a security, but may represent a specific commercial loan to a borrower. Loan participations typically represent direct participation, together with other parties, in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. The Funds may participate in such syndications, or can buy part of a loan, becoming a part lender. When purchasing indebtedness and loan participations, a Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The indebtedness and loan participations in which a Fund intends to invest may not be rated by any nationally recognized rating service.

Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest in debtor-in-possession financings (commonly known as “DIP financings”). DIP financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow the entity to continue its business operations while reorganizing under Chapter 11. Such financings constitute senior liens on unencumbered security (i.e., security not subject to other creditors’ claims). There is a risk that the entity will not emerge from Chapter 11 and be forced to liquidate its assets under Chapter 7 of the U.S. Bankruptcy Code. In the event of liquidation, a Fund’s only recourse will be against the property securing the DIP financing.

A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions which are parties to the loan agreement. Unless, under the terms of the loan or other indebtedness, a Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower.

A financial institution’s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.

Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate borrower for payment of principal and interest. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund’s share price and yield could be adversely affected. Loans that are fully secured offer a Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated.

The Funds may invest in loan participations with credit quality comparable to that of issuers of its securities investments. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, a Fund bears a substantial risk of losing the entire amount invested. The Funds may make investments in indebtedness and loan participations to achieve capital appreciation, rather than to seek income.

Certain Funds that are diversified limit the amount of their total assets that they will invest in any one issuer and all Funds limit the amount of their total assets that they will invest in issuers within the same industry (see “Investment Restrictions”). For purposes of these limits, a Fund generally will treat the corporate borrower as the “issuer” of indebtedness held by the Fund. In the case of loan participations where a bank or other lending institution serves as a financial intermediary between a Fund and the corporate borrower, if the participation does not shift to the Fund the direct debtor-creditor relationship with the corporate borrower, SEC interpretations require the Fund to treat both the lending bank or other lending institution and the corporate borrower as “issuers.” Treating a financial intermediary as an issuer of indebtedness may restrict a Funds’ ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.

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Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what PIMCO believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining a Fund’s net asset value than if that value were based on available market quotations, and could result in significant variations in the Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of indebtedness develops, the liquidity of these instruments is expected to improve. In addition, the Funds currently intend to treat indebtedness for which there is no readily available market as illiquid for purposes of the Funds’ limitation on illiquid investments. Investments in loan participations are considered to be debt obligations for purposes of the Trust’s investment restriction relating to the lending of funds or assets by a Fund.

Investments in loans through a direct assignment of the financial institution’s interests with respect to the loan may involve additional risks to the Funds. For example, if a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Funds rely on PIMCO’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Funds.

Trade Claims

The Funds may purchase trade claims and similar obligations or claims against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering payment terms for products and services. If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the creditor or through brokers. There is no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Trade claims are subject to the risks associated with low-quality obligations.

Corporate Debt Securities

A Fund’s investments in U.S. dollar or foreign currency-denominated corporate debt securities of domestic or foreign issuers are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments, including convertible securities) which meet the minimum ratings criteria set forth for the Fund, or, if unrated, are in PIMCO’s opinion comparable in quality to corporate debt securities in which the Fund may invest.

The rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies. Debt securities may be acquired with warrants attached.

Securities rated Baa and BBB are the lowest which are considered “investment grade” obligations. Moody’s describes securities rated Baa as “subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.” S&P describes securities rated BBB as “regarded as having adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.” For securities rated BBB, Fitch states that “.expectations of default risk are currently low.capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.” For a discussion of securities rated below investment grade, see “High Yield Securities (“Junk Bonds”) and Securities of Distressed Companies” below.

High Yield Securities (“Junk Bonds”) and Securities of Distressed Companies

Investments in securities rated below investment grade that are eligible for purchase by certain Funds are described as “speculative” by Moody’s, S&P and Fitch. Investment in lower rated corporate debt securities (“high yield securities” or “junk bonds”) and securities of distressed companies generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk. Securities of distressed companies include both debt and equity securities. High yield securities and debt securities of distressed companies are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Issuers of high yield and distressed company securities may be involved in restructurings or bankruptcy proceedings that may not be successful. Analysis of the creditworthiness of issuers of debt securities that are high yield or debt securities of distressed companies may be more complex than for issuers of higher quality debt securities.

High yield securities and debt securities of distressed companies may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. The prices of these securities have been found to be less sensitive to interest-rate changes than higher-rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in

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prices of high yield securities and debt securities of distressed companies because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of securities defaults, in addition to risking payment of all or a portion of interest and principal, the Funds by investing in such securities, may incur additional expenses to seek recovery of their respective investments. In the case of securities structured as zero-coupon or pay-in-kind securities, their market prices are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities which pay interest periodically and in cash. PIMCO seeks to reduce these risks through diversification, credit analysis and attention to current developments and trends in both the economy and financial markets.

The secondary market on which high yield and distressed company securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which the Funds could sell a high yield or distressed company security, and could adversely affect the daily net asset value of the shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield and distressed company securities, especially in a thinly-traded market. When secondary markets for high yield and distressed company securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available. PIMCO seeks to minimize the risks of investing in all securities through diversification, in-depth analysis and attention to current market developments.

The use of credit ratings as the sole method of evaluating high yield securities and debt securities of distressed companies can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments of a debt security, not the market value risk of a security. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated. PIMCO does not rely solely on credit ratings when selecting debt securities for the Funds, and develops its own independent analysis of issuer credit quality. If a credit rating agency changes the rating of a debt security held by a Fund, the Fund may retain the security if PIMCO deems it in the best interest of shareholders.

Creditor Liability and Participation on Creditors Committees

Generally, when a Fund holds bonds or other similar fixed income securities of an issuer, the Fund becomes a creditor of the issuer. If a Fund is a creditor of an issuer it may be subject to challenges related to the securities that it holds, either in connection with the bankruptcy of the issuer or in connection with another action brought by other creditors of the issuer, shareholders of the issuer or the issuer itself. A Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject a Fund to expenses such as legal fees and may make a Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict such Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by a Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. A Fund will participate on such committees only when PIMCO believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund. Further, PIMCO has the authority to represent the Trust, or any Fund(s) thereof, on creditors’ committees or similar committees and generally with respect to challenges related to the securities held by the Funds relating to the bankruptcy of an issuer or in connection with another action brought by other creditors of the issuer, shareholders of the issuer or the issuer itself.

Variable and Floating Rate Securities

Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations must provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds may invest in a variable rate security having a stated maturity in excess of 397 calendar days if the interest rate will be adjusted and such Funds may demand payment of principal from the issuer within that period.

Certain Funds may invest in floating rate debt instruments (“floaters”) and (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Treasury Money Market Funds) engage in credit spread trades. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. While, because of the interest rate reset feature, floaters provide a Fund with a certain degree of protection against rises in interest rates, a Fund will participate in any declines in interest rates as well. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two securities or currencies, where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities or currencies.

Each of the Funds (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) also may invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit

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greater price volatility than a fixed rate obligation of similar credit quality. The PIMCO Mortgage Opportunities Fund may invest up to 10% of its total assets in any combination of mortgage-related or other asset-backed IO, PO, or inverse floater securities. Each other Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest up to 5% of its total assets in any combination of mortgage-related and or other asset-backed IO, PO, or inverse floater securities. See “Mortgage-Related and Other Asset-Backed Securities” for a discussion of IOs and POs. To the extent permitted by each Fund’s investment objectives and general investment policies, a Fund (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Total Return IV and PIMCO Treasury Money Market Funds) may invest in RIBs without limitation.

Inflation-Indexed Bonds

Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years’ inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. The Funds also may invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Event-Linked Exposure

Certain Funds may obtain event-linked exposure by investing in “event-linked bonds” or “event-linked swaps,” or by implementing “event-linked strategies.” Event-linked exposure results in gains that typically are contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as “catastrophe bonds.” They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger

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event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds also may expose a Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences.

Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See “Illiquid Securities” below. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Fund may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for the Fund.

Convertible Securities

Each Fund (except the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest in convertible securities, which may offer higher income than the common stocks into which they are convertible.

A convertible security is a bond, debenture, note, preferred stock, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt or preferred securities, as applicable. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. In addition, convertible securities are often lower-rated securities.

Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer.

If the convertible security’s “conversion value,” which is the market value of the underlying common stock that would be obtained upon the conversion of the convertible security, is substantially below the “investment value,” which is the value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield), the price of the convertible security is governed principally by its investment value. If the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.

A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by a Fund is called for redemption, the Fund would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Fund’s ability to achieve its investment objective.

A third party or PIMCO also may create a “synthetic” convertible security by combining separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (“income-producing component”) and the right to acquire an equity security (“convertible component”). The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the “market value” of a synthetic convertible security is the sum of the values of its income-producing component and its convertible component. For this reason, the values of a synthetic convertible security and a traditional convertible security may respond differently to market fluctuations.

More flexibility is possible in the assembly of a synthetic convertible security than in the purchase of a convertible security. Although synthetic convertible securities may be selected where the two components are issued by a single issuer, thus making the synthetic convertible security similar to the traditional convertible security, the character of a synthetic convertible security allows the combination of components representing distinct issuers, when PIMCO believes that such a combination may better achieve a Fund’s investment objective. A synthetic convertible security also is a more flexible investment in that its two components may be purchased separately. For example, a Fund may purchase a warrant for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the purchase of a corresponding bond pending development of more favorable market conditions.

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A holder of a synthetic convertible security faces the risk of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in the value of the security or instrument, such as a call option or warrant, purchased to create the synthetic convertible security. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a synthetic convertible security includes the income-producing component as well, the holder of a synthetic convertible security also faces the risk that interest rates will rise, causing a decline in the value of the income-producing instrument.

A Fund also may purchase synthetic convertible securities created by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to equity, and are typically issued by investment banks. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issues the convertible note, rather than the issuer of the underlying common stock into which the note is convertible, assumes credit risk associated with the underlying investment, and the Fund in turn assumes credit risk associated with the convertible note.

Equity Securities

While the securities in which certain Funds primarily intend to invest are expected to consist of fixed income securities, such Funds (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest in equity securities. While the PIMCO EM Fundamental IndexPLUS^® TR Strategy, PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO International StocksPLUS^® TR Strategy (U.S. Dollar-Hedged), PIMCO International StocksPLUS^® TR Strategy (Unhedged), PIMCO Small Cap StocksPLUS^® TR, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy, PIMCO StocksPLUS^®, PIMCO StocksPLUS^® Long Duration, PIMCO StocksPLUS^® TR Short Strategy, PIMCO StocksPLUS^® Total Return, and PIMCO Worldwide Fundamental Advantage TR Strategy Funds (together, for purposes of this section only, “Equity-Related Funds”) will normally utilize derivatives to gain exposure to equity securities, each of the Equity-Related Funds may also invest directly in equity securities. Equity securities, such as common stock, represent an ownership interest, or the right to acquire an ownership interest, in an issuer. The PIMCO Total Return Fund and PIMCO Total Return Fund IV may not purchase common stock, but this limitation does not prevent the Funds from holding common stock obtained through the conversion of convertible securities or common stock that is received as part of a corporate reorganization or debt restructuring (for example, as may occur during bankruptcies or distressed situations).

Common stock generally takes the form of shares in a corporation. The value of a company’s stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company’s products or services. A stock’s value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a company’s stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a company’s stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the company’s financial condition or prospects. Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies. Stocks of companies that the portfolio managers believe are fast-growing may trade at a higher multiple of current earnings than other stocks. The value of such stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. The Funds generally consider a small-cap company to be a company with a market capitalization of up to $1.5 billion, a mid-cap company to be a company with a market capitalization of between $1.5 billion and $10 billion, and a large-cap company to be a company with a market capitalization of greater than $10 billion.

With respect to the Equity-Related Funds, though the Equity-Related Funds do not normally invest directly in equity securities, when index derivatives appear to be overvalued relative to the index, each such Equity-Related Fund may invest all of its assets in a “basket” of index stocks. Individual stocks are selected based on an analysis of the historical correlation between the return of every index stock comprising each Fund’s respective index and the return of the index itself. In such case, PIMCO may employ fundamental analysis of factors such as earnings growth, price to earnings ratio, dividend growth and cash flows to choose among stocks that satisfy the correlation tests. Stocks chosen for the applicable Equity-Related Fund are not limited to those with any particular weighting in the applicable benchmark.

Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy and/or insolvency of the issuer. In addition to common stock, equity securities may include preferred stock, convertible securities and warrants, which are discussed elsewhere in the Prospectuses and this Statement of Additional Information. Equity securities other than common stock are subject to many of the same risks as common stock, although possibly to different degrees. The risks of equity securities are generally magnified in the case of equity investments in distressed companies.

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Preferred Stock

Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest in preferred stock. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company.

Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

Depositary Receipts

Certain Funds may invest in American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and similar securities that represent interests in a company’s securities that have been deposited with a bank or trust and that trade on an exchange or over-the-counter (“OTC”). For example, ADRs represent interests in a non-U.S. company but trade on a U.S. exchange or OTC and are denominated in U.S. dollars. These securities represent the right to receive securities of the foreign issuer deposited with the bank or trust. ADRs, EDRs and GDRs can be sponsored by the issuing bank or trust company or the issuer of the underlying securities. Although the issuing bank or trust company may impose charges for the collection of dividends and the conversion of such securities into the underlying securities, there are generally no fees imposed on the purchase or sale of these securities, other than transaction fees ordinarily involved with trading stock. Such securities may be less liquid or may trade at a lower price than the underlying securities of the issuer. Additionally, receipt of corporate information about the underlying issuer and proxy disclosure may be untimely.

Warrants to Purchase Securities

The Funds (except the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest in or acquire warrants to purchase equity or fixed income securities. Warrants are instruments that give the holder the right, but not the obligation, to buy a security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments. Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock. Bonds also may be issued with warrants attached to purchase additional fixed income securities at the same coupon rate. A decline in interest rates would permit a Fund to buy additional bonds at the favorable rate or to sell the warrants at a profit. If interest rates rise, the warrants would generally expire with no value.

A Fund (except the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) will not invest more than 5% of its net assets in warrants to purchase securities. The PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds will not invest in warrants. Warrants acquired in units or attached to securities will be deemed without value for purposes of this restriction.

Foreign Securities

The PIMCO Government Money Market and PIMCO Treasury Money Market Funds may not invest in securities of foreign issuers. Each other Fund (except for the following Funds: PIMCO California Intermediate Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO High Yield Municipal Bond, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Municipal Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO Short Duration Municipal Income, PIMCO Tax Managed Real Return and PIMCO Total Return II Funds) may invest in corporate debt securities of foreign issuers, preferred or preference stock of foreign issuers (except for the PIMCO Money Market Fund), certain foreign bank obligations (see “Bank Obligations”) and U.S. dollar or foreign currency-denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. The PIMCO GNMA, PIMCO Money Market and PIMCO Mortgage-Backed Securities Funds may invest in securities of foreign issuers only if they are U.S. dollar-denominated.

PIMCO generally considers an instrument to be economically tied to a non-U.S. country if the issuer is a foreign government (or any political subdivision, agency, authority or instrumentality of such government), or if the issuer is organized under the laws of a non-U.S. country. In the case of certain money market instruments, such instruments will be considered economically tied to a non-U.S.

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country if either the issuer or the guarantor of such money market instrument is organized under the laws of a non-U.S. country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to non-U.S. countries if the underlying assets are foreign currencies (or baskets or indexes of such currencies), or instruments or securities that are issued by foreign governments or issuers organized under the laws of a non-U.S. country (or if the underlying assets are certain money market instruments, if either the issuer or the guarantor of such money market instruments is organized under the laws of a non-U.S. country).

A Fund that invests in instruments economically tied to non-U.S. countries may invest in a range of countries and, as such, the value of the Fund’s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which investment may be made.

PIMCO generally considers an instrument to be economically tied to an emerging market country if the security’s “country of exposure” is an emerging market country, as determined by the criteria set forth below. Alternatively, such as when a “country of exposure” is not available or when PIMCO believes the following tests more accurately reflect which country the security is economically tied to, PIMCO may consider an instrument to be economically tied to an emerging market country if the issuer or guarantor is a government of an emerging market country (or any political subdivision, agency, authority or instrumentality of such government), if the issuer or guarantor is organized under the laws of an emerging market country, or if the currency of settlement of the security is a currency of an emerging market country. With respect to derivative instruments, PIMCO generally considers such instruments to be economically tied to emerging market countries if the underlying assets are currencies of emerging market countries (or baskets or indexes of such currencies), or instruments or securities that are issued or guaranteed by governments of emerging market countries or by entities organized under the laws of emerging market countries. A security’s “country of exposure” is determined by PIMCO using certain factors provided by a third-party analytical service provider. The factors are applied in order such that the first factor to result in the assignment of a country determines the “country of exposure.” The factors, listed in the order in which they are applied, are: (i) if an asset-backed or other collateralized security, the country in which the collateral backing the security is located, (ii) if the security is guaranteed by the government of a country (or any political subdivision, agency, authority or instrumentality of such government), the country of the government or instrumentality providing the guarantee, (iii) the “country of risk” of the issuer, (iv) the “country of risk” of the issuer’s ultimate parent, or (v) the country where the issuer is organized or incorporated under the laws thereof. “Country of risk” is a separate four-part test determined by the following factors, listed in order of importance: (i) management location, (ii) country of primary listing, (iii) sales or revenue attributable to the country, and (iv) reporting currency of the issuer. PIMCO has broad discretion to identify countries that it considers to qualify as emerging markets. In exercising such discretion, PIMCO identifies countries as emerging markets consistent with the strategic objectives of the particular Fund. For example, a Fund may consider a country to be an emerging market country based on a number of factors including, but not limited to, if the country is classified as an emerging or developing economy by any supranational organization such as the World Bank or the United Nations, or related entities, or if the country is considered an emerging market country for purposes of constructing emerging markets indices.

The PIMCO Diversified Income, PIMCO Emerging Local Bond, PIMCO Emerging Markets Corporate Bond, PIMCO Emerging Markets Bond, PIMCO Emerging Markets Currency, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Floating Income, PIMCO Foreign Bond (Unhedged), PIMCO Foreign Bond (U.S. Dollar-Hedged), PIMCO Global Advantage^® Strategy Bond, PIMCO Global Bond (Unhedged), PIMCO Global Bond (U.S. Dollar-Hedged), PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset, PIMCO RealRetirement^® Income and Distribution, PIMCO RealRetirement^® 2015, PIMCO RealRetirement^® 2020, PIMCO RealRetirement^® 2025, PIMCO RealRetirement^® 2030, PIMCO RealRetirement^® 2035, PIMCO RealRetirement^® 2040, PIMCO RealRetirement^® 2045 and PIMCO RealRetirement^® 2050 Funds may invest, without limit, in securities and instruments that are economically tied to emerging market countries. The PIMCO Credit Absolute Return Fund may invest up to 70% of its total assets in securities and instruments that are economically tied to emerging market countries. Each of the PIMCO Unconstrained Bond and PIMCO Unconstrained Tax Managed Bond Funds may invest up to 50% of its total assets in securities and instruments that are economically tied to emerging market countries. Each of the PIMCO Investment Grade Corporate Bond and PIMCO Long-Term Credit Funds may invest up to 25% of its total assets in securities and instruments that are economically tied to emerging market countries. Each of the PIMCO Convertible, PIMCO EM Fundamental IndexPLUS^® TR Strategy, PIMCO Extended Duration, PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO High Yield, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO International StocksPLUS^® TR Strategy (Unhedged), PIMCO International StocksPLUS^® TR Strategy (U.S. Dollar-Hedged), PIMCO Long Duration Total Return, PIMCO Moderate Duration, PIMCO Small Cap StocksPLUS^® TR, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy, PIMCO StocksPLUS^® Long Duration, PIMCO StocksPLUS^® Total Return, PIMCO StocksPLUS^® TR Short Strategy, PIMCO Total Return, PIMCO Total Return III and PIMCO Worldwide Fundamental Advantage TR Strategy Funds may invest up to 15% of its total assets in securities and instruments that are economically tied to emerging market countries. The PIMCO High Yield Spectrum Fund may invest without limit in securities and instruments of corporate issuers economically tied to emerging market countries and may invest up to 10% of its total assets in sovereign debt issued by governments, their agencies or instrumentalities, or other government-related entities, that are economically tied to emerging market countries. Each remaining Fund that is permitted to invest in foreign (non-U.S.) securities, except for the PIMCO Income, PIMCO Money Market, PIMCO Short Asset Investment and PIMCO Short-Term Funds, may invest up to 10% of its total assets in securities and instruments that are economically tied to emerging market countries. The PIMCO Short-Term Fund may invest up to 5% of its total assets in such securities and instruments and the PIMCO Income Fund may invest up to 20% of its total assets in such securities and instruments.

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Investment risk may be particularly high to the extent that a Fund invests in instruments economically tied to emerging market countries. These securities may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed countries. Certain Funds may invest in emerging markets that may be in the process of opening to trans-national investment, which may increase these risks. Risks particular to emerging market countries include, but are not limited to, the following risks.

General Emerging Market Risk. The securities markets of countries in which the Funds may invest may be relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers in countries in which the Funds may invest may not be subject to a high degree of regulation and the financial institutions with which the Funds may trade may not possess the same degree of financial sophistication, creditworthiness or resources as those in developed markets. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which the Funds may invest may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets.

Nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect the Funds’ investments in a foreign country. In the event of nationalization, expropriation or other confiscation, the Funds could lose their entire investment in that country. Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear to be unrelated. To the extent that the Funds invest a portion of their assets in a concentrated geographic area, the Funds will generally have more exposure to regional economic risks associated with that geographic area.

Restrictions on Foreign Investment. A number of emerging securities markets restrict foreign investment to varying degrees. Furthermore, repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some countries. While the Funds that may invest in securities and instruments that are economically tied to emerging market countries will only invest in markets where these restrictions are considered acceptable, new or additional repatriation or other restrictions might be imposed subsequent to the Funds’ investment. If such restrictions were to be imposed subsequent to the Funds’ investment in the securities markets of a particular country, the Funds’ response might include, among other things, applying to the appropriate authorities for a waiver of the restrictions or engaging in transactions in other markets designed to offset the risks of decline in that country. Such restrictions will be considered in relation to the Funds’ liquidity needs and all other acceptable positive and negative factors. Some emerging markets limit foreign investment, which may decrease returns relative to domestic investors. The Funds may seek exceptions to those restrictions. If those restrictions are present and cannot be avoided by the Funds, the Funds’ returns may be lower.

Settlement Risks. Settlement systems in emerging markets may be less well organized and less transparent than in developed markets and transactions may take longer to settle as a result. Supervisory authorities may also be unable to apply standards which are comparable with those in developed markets. Thus there may be risks that settlement may be delayed and that cash or securities belonging to the Funds may be in jeopardy because of failures of or defects in the systems. In particular, market practice may require that payment shall be made prior to receipt of the security which is being purchased or that delivery of a security must be made before payment is received. In such cases, default by a broker or bank (the “Counterparty”) through whom the relevant transaction is effected might result in a loss being suffered by the Funds. A Fund may not know the identity of a Counterparty, which may increase the possibility of the Fund not receiving payment or delivery of securities in a transaction. The Funds will seek, where possible, to use Counterparties whose financial status is such that this risk is reduced. However, there can be no certainty that the Funds will be successful in eliminating or reducing this risk, particularly as Counterparties operating in emerging market countries frequently lack the substance, capitalization and/or financial resources of those in developed countries.

There may also be a danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise in respect of securities held by or to be transferred to the Funds. Furthermore, compensation schemes may be non-existent, limited or inadequate to meet the Funds’ claims in any of these events.

Counterparty Risk. Trading in the securities of developing markets presents additional credit and financial risks. The Funds may have limited access to, or there may be a limited number of, potential Counterparties that trade in the securities of emerging market issuers. Governmental regulations may restrict potential Counterparties to certain financial institutions located or operating in the particular emerging market. Potential Counterparties may not possess, adopt or implement creditworthiness standards, financial reporting standards or legal and contractual protections similar to those in developed markets. Currency hedging techniques may not be available or may be limited. The Funds may not be able to reduce or mitigate risks related to trading with emerging market Counterparties. The Funds will seek, where possible, to use Counterparties whose financial status is such that the risk of default is reduced, but the risk of losses resulting from default is still possible.

Government in the Private Sector. Government involvement in the private sector varies in degree among the emerging markets in which the Funds invest. Such involvement may, in some cases, include government ownership of companies in certain sectors, wage

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and price controls or imposition of trade barriers and other protectionist measures. With respect to any emerging market country, there is no guarantee that some future economic or political crisis will not lead to price controls, forced mergers of companies, expropriation, or creation of government monopolies, to the possible detriment of the Funds’ investment in that country.

Litigation. The Funds may encounter substantial difficulties in obtaining and enforcing judgments against individuals and companies located in certain emerging market countries. It may be difficult or impossible to obtain or enforce legislation or remedies against governments, their agencies and sponsored entities.

Fraudulent Securities. It is possible, particularly in markets in emerging market countries, that purported securities in which the Funds invest may subsequently be found to be fraudulent and as a consequence the Funds could suffer losses.

Taxation. The local taxation of income and capital gains accruing to non-residents varies among emerging market countries and, in some cases, is comparatively high. In addition, emerging market countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that the Funds could in the future become subject to local tax liabilities that had not been anticipated in conducting its investment activities or valuing its assets. The Funds will seek to reduce these risks by careful management of their assets. However, there can be no assurance that these efforts will be successful.

Political Risks/Risks of Conflicts. Recently, various countries have seen significant internal conflicts and in some cases, civil wars may have had an adverse impact on the securities markets of the countries concerned. In addition, the occurrence of new disturbances due to acts of war or other political developments cannot be excluded. Apparently stable systems may experience periods of disruption or improbable reversals of policy. Nationalization, expropriation or confiscatory taxation, currency blockage, political changes, government regulation, political, regulatory or social instability or uncertainty or diplomatic developments could adversely affect the Funds’ investments. The transformation from a centrally planned, socialist economy to a more market oriented economy has also resulted in many economic and social disruptions and distortions. Moreover, there can be no assurance that the economic, regulatory and political initiatives necessary to achieve and sustain such a transformation will continue or, if such initiatives continue and are sustained, that they will be successful or that such initiatives will continue to benefit foreign (or non-national) investors. Certain instruments, such as inflation index instruments, may depend upon measures compiled by governments (or entities under their influence) which are also the obligors.

Each Fund (except for the PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO Government Money Market, PIMCO High Yield Municipal Bond, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Money Market, PIMCO Municipal Bond, PIMCO National Intermediate Municipal Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO Short Duration Municipal Income, PIMCO Tax Managed Real Return, PIMCO Total Return II and PIMCO Treasury Money Market Funds) may invest in Brady Bonds. Brady Bonds are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the “Brady Plan”). Brady Plan debt restructurings have been implemented in a number of countries, including: Argentina, Bolivia, Brazil, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico, Niger, Nigeria, Panama, Peru, the Philippines, Poland, Uruguay, and Venezuela.

Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively traded in the OTC secondary market. Brady Bonds are not considered to be U.S. Government securities. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to “value recovery payments” in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the “residual risk”).

Most Mexican Brady Bonds issued to date have principal repayments at final maturity fully collateralized by U.S. Treasury zero coupon bonds (or comparable collateral denominated in other currencies) and interest coupon payments collateralized on an 18-month rolling-forward basis by funds held in escrow by an agent for the bondholders. A significant portion of the Venezuelan Brady Bonds and the Argentine Brady Bonds issued to date have principal repayments at final maturity collateralized by U.S. Treasury zero coupon bonds (or comparable collateral denominated in other currencies) and/or interest coupon payments collateralized on a 14-month (for Venezuela) or 12-month (for Argentina) rolling-forward basis by securities held by the Federal Reserve Bank of New York as collateral agent.

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Brady Bonds involve various risk factors including residual risk and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to suffer a loss of interest or principal on any of its holdings.

Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of the debt. A governmental entity’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity’s policy toward the International Monetary Fund, and the political constraints to which a governmental entity may be subject. Governmental entities also may depend on expected disbursements from foreign governments, multilateral agencies and others to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity’s implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the governmental entity, which may further impair such debtor’s ability or willingness to service its debts in a timely manner. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt (including the Funds) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part. A Fund’s investments in foreign currency denominated debt obligations and hedging activities will likely produce a difference between its book income and its taxable income. This difference may cause a portion of the Fund’s income distributions to constitute returns of capital for tax purposes or require the Fund to make distributions exceeding book income to qualify as a regulated investment company for federal tax purposes.

Euro-related risks. The recent global economic crisis brought several small economies in Europe to the brink of bankruptcy and many other economies into recession and weakened the banking and financial sectors of many European countries. For example, the governments of Greece, Spain, Portugal, and the Republic of Ireland have all recently experienced large public budget deficits, the effects of which are still yet unknown and may slow the overall recovery of the European economies from the recent global economic crisis. In addition, due to large public deficits, some European countries may be dependent on assistance from other European governments and institutions or multilateral agencies and offices. Assistance may be dependent on a country’s implementation of reforms or reaching a certain level of performance. Failure to reach those objectives or an insufficient level of assistance could result in a deep economic downturn which could significantly affect the value of a Fund’s European investments.

The Economic and Monetary Union of the European Union (“EMU”) is comprised of the European Union members that have adopted the euro currency. By adopting the euro as its currency, a member state relinquishes control of its own monetary policies. As a result, European countries are significantly affected by fiscal and monetary controls implemented by the EMU. The euro currency may not fully reflect the strengths and weaknesses of the various economies that comprise the EMU and Europe generally.

It is possible that EMU member countries could abandon the euro and return to a national currency and/or that the euro will cease to exist as a single currency in its current form. The effects of such an abandonment or a country’s forced expulsion from the euro on that country, the rest of the EMU, and global markets are impossible to predict, but are likely to be negative. The exit of any country out of the euro would likely have an extremely destabilizing effect on all eurozone countries and their economies and a negative effect on the global economy as a whole. In addition, under these circumstances, it may be difficult to value investments denominated in euros or in a replacement currency.

Investments in Russia. Certain Funds may invest in securities and instruments that are economically tied to Russia. In determining whether an instrument is economically tied to Russia, PIMCO uses the criteria for determining whether an instrument is economically tied to an emerging market country as set forth above under “Foreign Securities.” In addition to the risks listed above under “Foreign Securities,” investing in Russia presents additional risks. Investing in Russian securities is highly speculative and involves significant risks and special considerations not typically associated with investing in the securities markets of the U.S. and most other developed countries. Over the past century, Russia has experienced political, social and economic turbulence and has endured decades of communist rule under which tens of millions of its citizens were collectivized into state agricultural and industrial enterprises. Since the collapse of the Soviet Union, Russia’s government has been faced with the daunting task of stabilizing its domestic economy, while transforming it into a modern and efficient structure able to compete in international markets and respond to the needs of its citizens. However, to date, many of the country’s economic reform initiatives have floundered. In this environment, there is always the risk that the nation’s government will abandon the current program of economic reform and replace it with radically different political and economic policies that would be detrimental to the interests of foreign investors. This could entail a return to a centrally planned economy and nationalization of private enterprises similar to what existed under the old Soviet Union.

Poor accounting standards, inept management, pervasive corruption, insider trading and crime, and inadequate regulatory protection for the rights of investors all pose a significant risk, particularly to foreign investors. In addition, there is the risk that the Russian tax system will not be reformed to prevent inconsistent, retroactive, and/or exorbitant taxation, or, in the alternative, the risk that a reformed tax system may result in the inconsistent and unpredictable enforcement of the new tax laws.

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Compared to most national securities markets, the Russian securities market suffers from a variety of problems not encountered in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally, because of less stringent auditing and financial reporting standards than apply to U.S. companies, there may be little reliable corporate information available to investors. As a result, it may be difficult to assess the value or prospects of an investment in Russian companies. Securities of Russian companies also may experience greater price volatility than securities of U.S. companies.

Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications systems, settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares (except where shares are held through depositories that meet the requirements of the 1940 Act) is defined according to entries in the company’s share register and normally evidenced by extracts from the register or by formal share certificates. However, there is no central securities depository and no central registration system for security holders and these services are carried out by the companies themselves or by registrars located throughout Russia. These registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity, and it is possible for a Fund to lose its registration through fraud, negligence, or even mere oversight. Russian securities laws may not recognize foreign nominee accounts held with a custodian bank, and therefore the custodian may be considered the ultimate owner of securities they hold for their clients. While a Fund will endeavor to ensure that its interest continues to be appropriately recorded either itself or through a custodian or other agent inspecting the share register and by obtaining extracts of share registers through regular confirmations, these extracts have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may deprive the Fund of its ownership rights or improperly dilute its interests. In addition, while applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult for a Fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Furthermore, significant delays or problems may occur in registering the transfer of securities, which could cause a Fund to incur losses due to a counterparty’s failure to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons. A Fund also may experience difficulty in obtaining and/or enforcing judgments in Russia.

The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global demand for these products.

Foreign investors also face a high degree of currency risk when investing in Russian securities and a lack of available currency hedging instruments. In addition, there is the risk that the Russian government may impose capital controls on foreign portfolio investments in the event of extreme financial or political crisis. Such capital controls may prevent the sale of a portfolio of foreign assets and the repatriation of investment income and capital.

Foreign Currency Transactions

All Funds that may invest in foreign currency-denominated securities also may purchase and sell foreign currency options and foreign currency futures contracts and related options (see “Derivative Instruments”), and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (“forwards”). Funds may engage in these transactions in order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities. These Funds also may use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The PIMCO Tax Managed Real Return Fund may invest up to 5% of its assets in non-U.S. dollar-denominated securities of U.S. issuers.

A forward involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect a Fund against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to increase exposure to a particular foreign currency. Open positions in forwards used for non-hedging purposes will be covered by the segregation or “earmarking” of assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, and are marked to market daily. Although forwards are intended to minimize the risk of loss due to a decline in the value of the hedged currencies, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. Forwards will be used primarily to adjust the foreign exchange exposure of each Fund with a view to protecting the outlook, and the Funds might be expected to enter into such contracts under the following circumstances:

Lock In. When PIMCO desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.

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Cross Hedge. If a particular currency is expected to decrease against another currency, a Fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all of the Fund’s portfolio holdings denominated in the currency sold.

Direct Hedge. If PIMCO wants to a eliminate substantially all of the risk of owning a particular currency, and/or if PIMCO thinks that a Fund can benefit from price appreciation in a given country’s bonds but does not want to hold the currency, it may employ a direct hedge back into the U.S. dollar. In either case, a Fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a Fund would hope to benefit from an increase (if any) in value of the bond.

Proxy Hedge. PIMCO might choose to use a proxy hedge, which may be less costly than a direct hedge. In this case, a Fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the United States and lower than those of securities denominated in the currency of the original holding. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.

Costs of Hedging. When a Fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if the Fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar.

It is important to note that hedging costs are treated as capital transactions and are not, therefore, deducted from a Fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in a Fund’s net asset value per share.

The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if PIMCO’s predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave a Fund in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that a Fund will have flexibility to roll-over a foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder. Under definitions recently adopted by the CFTC and SEC, many non-deliverable foreign currency forwards will be considered swaps for certain purposes, including determination of whether such instruments need to be exchange-traded and centrally cleared as discussed further in “Risks of Potential Government Regulation of Derivatives.” These changes are expected to reduce counterparty risk as compared to bi-laterally negotiated contracts.

Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

Tax Consequences of Hedging. Under applicable tax law, the Funds may be required to limit their gains from hedging in foreign currency forwards, futures, and options. Although the Funds are expected to comply with such limits, the extent to which these limits apply is subject to tax regulations as yet unissued. Hedging also may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. Those provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the Funds and could affect whether dividends paid by the Funds are classified as capital gains or ordinary income.

Foreign Currency Exchange-Related Securities

Foreign currency warrants. Foreign currency warrants such as Currency Exchange Warrants^TM (“CEWs^TM”) are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk which, from the point of view of prospective purchasers of the securities, is inherent in the international fixed-income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese yen or the euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the

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applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining “time value” of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, in the case the warrants were “out-of-the-money,” in a total loss of the purchase price of the warrants. Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (“OCC”). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.

Principal exchange rate linked securities. Principal exchange rate linked securities (“PERLs^TM”) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on “standard” principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar; “reverse” principal exchange rate linked securities are like the “standard” securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). Principal exchange rate linked securities may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.

Performance indexed paper. Performance indexed paper (“PIPs^TM”) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.

Borrowing

Except as described below, each Fund may borrow money to the extent permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. This means that, in general, a Fund may borrow money from banks for any purpose in an amount up to 1/3 of the Fund’s total assets. A Fund also may borrow money for temporary administrative purposes in an amount not to exceed 5% of the Fund’s total assets.

Specifically, provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. Any borrowings for temporary administrative purposes in excess of 5% of the Fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.

As noted below, a Fund also may enter into certain transactions, including reverse repurchase agreements, mortgage dollar rolls, and sale-buybacks, that can be viewed as constituting a form of borrowing or financing transaction by the Fund. To the extent a Fund covers its commitment under a reverse repurchase agreement (or economically similar transaction) by the segregation or “earmarking” of assets determined in accordance with procedures adopted by the Trustees, equal in value to the amount of the Fund’s commitment to repurchase, such an agreement will not be considered a “senior security” by the Fund and therefore will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the Funds. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio. Money borrowed will be subject to interest costs which

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may or may not be recovered by appreciation of the securities purchased. A Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. Each of the PIMCO Global Bond Fund (U.S. Dollar-Hedged) and PIMCO Total Return Fund IV has adopted a non-fundamental investment restriction under which the respective Fund may not borrow in excess of 10% of the value of its total assets and then only from banks as a temporary measure to facilitate the meeting of redemption requests (not for leverage) or for extraordinary or emergency purposes. Non-fundamental investment restrictions may be changed without shareholder approval.

A Fund may enter into reverse repurchase agreements, mortgage dollar rolls, and economically similar transactions. A reverse repurchase agreement involves the sale of a portfolio-eligible security by a Fund to another party, such as a bank or broker-dealer, coupled with its agreement to repurchase the instrument at a specified time and price. Under a reverse repurchase agreement, the Fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. The Fund typically will segregate or “earmark” assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, equal (on a daily mark-to-market basis) to its obligations under reverse repurchase agreements. However, reverse repurchase agreements involve the risk that the market value of securities retained by the Fund may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase. With respect to reverse repurchase agreements in which banks are counterparties, the Fund may treat such transactions as bank borrowings, which would be subject to the Fund’s limitations on borrowings. Such treatment would, among other things, restrict the aggregate of such transactions (plus any other borrowings) to one-third of a Fund’s total assets (except the PIMCO Global Bond Fund (U.S. Dollar-Hedged) and PIMCO Total Return Fund IV).

A “mortgage dollar roll” is similar to a reverse repurchase agreement in certain respects. In a “dollar roll” transaction a Fund sells a mortgage-related security, such as a security issued by GNMA, to a dealer and simultaneously agrees to repurchase a similar security (but not the same security) in the future at a pre-determined price. A “dollar roll” can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which a Fund pledges a mortgage-related security to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements, the dealer with which a Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the Fund, but only securities which are “substantially identical.” To be considered “substantially identical,” the securities returned to a Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 0.01% of the initial amount delivered.

A Fund’s obligations under a dollar roll agreement must be covered by segregated or “earmarked” liquid assets (or cash equivalent securities in the case of the PIMCO Total Return Fund IV) equal in value to the securities subject to repurchase by the Fund. As with reverse repurchase agreements, to the extent that positions in dollar roll agreements are not covered by segregated or “earmarked” liquid assets at least equal to the amount of any forward purchase commitment, such transactions would be subject to the Funds’ restrictions on borrowings. Furthermore, because dollar roll transactions may be for terms ranging between one and six months, dollar roll transactions may be deemed “illiquid” and subject to a Fund’s overall limitations on investments in illiquid securities. A Fund also may effect simultaneous purchase and sale transactions that are known as “sale-buybacks.” A sale buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty that purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of the Fund’s repurchase of the underlying security. A Fund’s obligations under a sale-buyback typically would be offset by liquid assets equal in value to the amount of the Fund’s forward commitment to repurchase the subject security.

Derivative Instruments

In pursuing their individual objectives, the Funds (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may, to the extent permitted by their investment objectives and policies, purchase and sell (write) both put options and call options on securities, swap agreements, recovery locks, securities indexes, commodity indexes and foreign currencies, and enter into interest rate, foreign currency, index and commodity futures contracts and purchase and sell options on such futures contracts (“futures options”) for hedging purposes, to seek to replicate the composition and performance of a particular index, or as part of their overall investment strategies, except that those Funds that may not invest in foreign currency-denominated securities may not enter into transactions involving currency futures or options. The Funds (except for the PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO High Yield Municipal Bond, PIMCO GNMA, PIMCO Government Money Market, PIMCO Long-Term U.S. Government, PIMCO Low Duration II, PIMCO Money Market, PIMCO Mortgage-Backed Securities, PIMCO Mortgage Opportunities, PIMCO Municipal Bond, PIMCO National Intermediate Municipal Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO Short Duration Municipal Income, PIMCO Total Return II, PIMCO Total Return IV and PIMCO Treasury Money Market Funds) also may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. A Fund (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Treasury Money Market Funds) also may enter into swap agreements with respect to interest rates, commodities, and indexes of securities or commodities, and to the extent it may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign

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currencies. The Funds may invest in structured notes. If other types of financial instruments, including other types of options, futures contracts, or futures options are traded in the future, a Fund also may use those instruments, provided that the Board of Trustees determines that their use is consistent with the Fund’s investment objective.

The value of some derivative instruments in which the Funds invest may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Funds, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of PIMCO to forecast interest rates and other economic factors correctly. If PIMCO incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, the Funds could be exposed to the risk of loss.

The Funds might not employ any of the strategies described below, and no assurance can be given that any strategy used will succeed. If PIMCO incorrectly forecasts interest rates, market values or other economic factors in using a derivatives strategy for a Fund, the Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of a Fund to close out or to liquidate its derivatives positions. In addition, a Fund’s use of such instruments may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if it had not used such instruments. For Funds that gain exposure to an asset class using derivative instruments backed by a collateral portfolio of Fixed Income Instruments, changes in the value of the Fixed Income Instruments may result in greater or lesser exposure to that asset class than would have resulted from a direct investment in securities comprising that asset class.

Options on Securities and Indexes. A Fund may, to the extent specified herein or in the Prospectuses, purchase and sell both put and call options on fixed-income or other securities or indexes in standardized contracts traded on foreign or domestic securities exchanges, boards of trade, or similar entities, or quoted on NASDAQ or on an OTC market, and agreements, sometimes called cash puts, which may accompany the purchase of a new issue of bonds from a dealer.

An option on a security (or index) is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price often at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. (An index is designed to reflect features of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators.)

If a Fund writes a call option on a security or an index, it may “cover” its obligation under the call option by owning the security underlying the call option, by having an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, in such amount are segregated or “earmarked”) upon conversion or exchange of other securities held by the Fund, or by maintaining with its custodian assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, in an amount equal to the market value of the security or index underlying the option. A call option written by a Fund is also covered if the Fund holds a call on the same security or index as the call written where the exercise price of the call held is: (i) equal to or less than the exercise price of the call written; or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated or “earmarked” assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees. A put option on a security or an index written by a Fund is “covered” if the Fund segregates or “earmarks” assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees equal to the exercise price. A put option written by a Fund is also covered if the Fund holds a put on the same security or index as the put written where the exercise price of the put held is: (i) equal to or greater than the exercise price of the put written; or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated or “earmarked” assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees.

If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange-traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.

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A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.

The Funds may write covered straddles consisting of a combination of a call and a put written on the same underlying security. A straddle will be covered when sufficient assets are deposited to meet the Funds’ immediate obligations. The Funds may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Funds will also segregate or “earmark” liquid assets equivalent to the amount, if any, by which the put is “in the money.”

Risks Associated with Options on Securities and Indexes. There are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

The writer of an option often has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.

If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it has purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund’s securities during the period the option was outstanding.

To the extent that a Fund writes a call option on a security it holds in its portfolio and intends to use such security as the sole means of “covering” its obligation under the call option, the Fund has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price during the option period, but, as long as its obligation under such call option continues, has retained the risk of loss should the price of the underlying security decline. If a Fund were unable to close out such a call option, the Fund would not be able to sell the underlying security unless the option expired without exercise.

Foreign Currency Options. Funds that invest in foreign currency-denominated securities may buy or sell put and call options on foreign currencies. These Funds may buy or sell put and call options on foreign currencies either on exchanges or in the OTC market. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of a Fund to reduce foreign currency risk using such options. OTC options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options. Under definitions recently adopted by the CFTC and SEC, many foreign currency options will be considered swaps for certain purposes, including determination of whether such instruments need to be exchange-traded and centrally cleared as discussed further in “Risks of Potential Government Regulation of Derivatives.”

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Futures Contracts and Options on Futures Contracts. A futures contract is an agreement to buy or sell a security or commodity for a set price on a future date. These contracts are traded on exchanges, so that, in most cases, a party can close out its position on the exchange for cash, without delivering the security or commodity. An option on a futures contract gives the holder of the option the right to buy (or sell) a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date.

Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Treasury Money Market Funds) may invest in futures contracts and options thereon (“futures options”) with respect to, but not limited to, interest rates, commodities, and security or commodity indexes. The PIMCO Real Income 2019 Fund^® and PIMCO Real Income 2029 Fund^® may invest in futures contracts on U.S. Treasury securities. To the extent that a Fund may invest in foreign currency-denominated securities, it also may invest in foreign currency futures contracts and options thereon.

An interest rate, commodity, foreign currency or index futures contract provides for the future sale or purchase of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which a party agrees to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies, including: the S&P 500; the S&P Midcap 400; the Nikkei 225; the NYSE composite; U.S. Treasury bonds; U.S. Treasury notes; U.S. Treasury bills; GNMA Certificates; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar; the British pound; the Japanese yen; the Swiss franc; the Mexican peso; and certain multinational currencies, such as the euro. It is expected that other futures contracts will be developed and traded in the future. Certain of the Funds also may invest in commodity futures contracts and options thereon. A commodity futures contract is an agreement to buy or sell a commodity, such as an energy, agricultural or metal commodity at a later date at a price and quantity agreed-upon when the contract is bought or sold.

A Fund may purchase and write call and put futures options, as specified for that Fund in the Prospectuses. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. A call option is “in the money” if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is “in the money” if the exercise price exceeds the value of the futures contract that is the subject of the option.

The Funds have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act (“CEA”) and, therefore, are not subject to registration or regulation as a commodity pool operator under the CEA. PIMCO is not deemed to be a “commodity pool operator” with respect to its service as investment adviser to the Funds. However, the Commodity Futures Trading Commission (“CFTC”) has adopted certain rule amendments that significantly affect the exemptions available to the Funds. When these amendments become effective on January 1, 2013, one or more Funds may consider steps, such as substantial investment strategy changes, in order to continue to qualify for exemption from CFTC regulation, or may determine to operate subject to CFTC regulation. As of January 1, 2013, PIMCO expects that one or more Funds, as well as PIMCO, will be subject to regulation by the CFTC because of these changes. The on-going compliance implications of these amendments are not yet fully effective and their scope of application is still uncertain. If a Fund operates subject to CFTC regulation, it may incur additional expenses.

Limitations on Use of Futures and Futures Options. A Fund that may use futures and futures options will only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.

When a purchase or sale of a futures contract is made by such Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than U.S. exchanges. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking-to-market.” Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, each Fund will mark-to-market its open futures positions.

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A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

Although some futures contracts call for making or taking delivery of the underlying securities or commodities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, a Fund realizes a capital gain, or if it is more, a Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, a Fund realizes a capital gain, or if it is less, a Fund realizes a capital loss. The transaction costs must also be included in these calculations.

The Funds may write covered straddles consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Funds’ immediate obligations. A Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Funds will also segregate or “earmark” liquid assets equivalent to the amount, if any, by which the put is “in the money.”

When purchasing a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, a Fund may “cover” its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.

When selling a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees that are equal to the market value of the futures contract. Alternatively, a Fund may “cover” its position by owning the instruments underlying the futures contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Trust’s custodian).

With respect to futures contracts that are not legally required to “cash settle,” a Fund may cover the open position by setting aside or “earmarking” liquid assets in an amount equal to the market value of the futures contract. With respect to futures that are required to “cash settle,” however, a Fund is permitted to set aside or “earmark” liquid assets in an amount equal to the Fund’s daily marked-to-market (net) obligation, if any, (in other words, the Fund’s daily net liability, if any) rather than the market value of the futures contract. By setting aside or “earmarking” assets equal to only its net obligation under cash-settled futures, a Fund will have the ability to utilize these contracts to a greater extent than if the Fund were required to segregate or “earmark” assets equal to the full market value of the futures contract.

When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.

When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund.

To the extent that securities with maturities greater than one year are used to segregate or “earmark” assets to cover a Fund’s obligations under futures contracts and related options, such use will not eliminate the risk of a form of leverage, which may tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio, and may require liquidation of portfolio positions when it is not advantageous to do so. However, any potential risk of leverage resulting from the use of securities with maturities greater than one year may be mitigated by the overall duration limit on a Fund’s portfolio securities. Thus, the use of a longer-term security may require a Fund to hold offsetting short-term securities to balance the Fund’s portfolio such that the Fund’s duration does not exceed the maximum permitted for the Fund in the Prospectuses.

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The requirements for qualification as a regulated investment company also may limit the extent to which a Fund may enter into futures, futures options and forward contracts. See “Taxation.”

Risks Associated with Futures and Futures Options. There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to that in which the underlying U.S. Government securities reacted. To the extent, however, that a Fund enters into such futures contracts, the value of such futures will not vary in direct proportion to the value of such Fund’s holdings of U.S. Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the participation of speculators in such markets.

Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and that Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.

Risks Associated with Commodity Futures Contracts. There are several additional risks associated with transactions in commodity futures contracts.

Storage. Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while a Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.

Reinvestment. In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for a Fund. If the nature of hedgers and speculators in futures markets has shifted when it is time for a Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other investments.

Other Economic Factors. The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject a Fund’s investments to greater volatility than investments in traditional securities.

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Additional Risks of Options on Securities, Futures Contracts, Options on Futures Contracts, and Forward Currency Exchange Contracts and Options Thereon. Options on securities, futures contracts, options on futures contracts, forward currency exchange contracts and options on forward currency exchange contracts may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States; may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by: (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) lesser trading volume.

Swap Agreements and Options on Swap Agreements. Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Treasury Money Market Funds) may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security or commodity indexes, specific securities and commodities, and credit and event-linked swaps. To the extent a Fund may invest in foreign currency-denominated securities, it also may invest in currency exchange rate swap agreements. A Fund also may enter into options on swap agreements (“swaptions”).

A Fund may enter into swap transactions for any legal purpose consistent with its investment objectives and policies, such as attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date, or to gain exposure to certain markets in a more cost efficient manner.

OTC swap agreements are bilateral contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or change in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities or commodities representing a particular index. A “quanto” or “differential” swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. Consistent with a Fund’s investment objectives and general investment policies, certain of the Funds may invest in commodity swap agreements. For example, an investment in a commodity swap agreement may involve the exchange of floating-rate interest payments for the total return on a commodity index. In a total return commodity swap, a Fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, a Fund may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, a Fund may pay an adjustable or floating fee. With a “floating” rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate (“LIBOR”), and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a Fund may be required to pay a higher fee at each swap reset date.

A Fund also may enter into swaptions. A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market, PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Treasury Money Market Funds) may write (sell) and purchase put and call swaptions.

Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.

Most types of swap agreements entered into by the Funds would calculate the obligations of the parties to the agreement on a “net basis.” Consequently, a Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). A Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation or “earmarking” of assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, to avoid any potential leveraging of a Fund’s portfolio. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of the Fund’s investment restriction concerning senior securities.

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A Fund also may enter into credit default swap agreements. The credit default swap agreement may reference one or more debt securities or obligations that are not currently held by the Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract until a credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

The spread of a credit default swap is the annual amount the protection buyer must pay the protection seller over the length of the contract, expressed as a percentage of the notional amount. When spreads rise, market-perceived credit risk rises and when spreads fall, market-perceived credit risk falls. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the credit soundness of the issuer of the reference obligation and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. The Fund’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund). Such segregation or “earmarking” will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund’s portfolio. Such segregation or “earmarking” will not limit the Fund’s exposure to loss.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related regulatory developments will ultimately require the clearing and exchange-trading of many OTC derivative instruments that the CFTC and SEC recently defined as “swaps” including non-deliverable foreign exchange forwards, OTC foreign exchange options and swaptions. Mandatory exchange-trading and clearing will take place on a phased-in basis based on type of market participant and CFTC approval of contracts for central clearing. PIMCO will continue to monitor developments in this area, particularly to the extent regulatory changes affect the Funds ability to enter into swap agreements.

Whether a Fund’s use of swap agreements or swaptions will be successful in furthering its investment objective will depend on PIMCO’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. Certain restrictions imposed on the Funds by the Internal Revenue Code may limit the Funds’ ability to use swap agreements. Currently, the swaps market is largely unregulated. It is possible that developments in the swaps market, including additional government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with traditional investments. The use of a swap requires an understanding not only of the reference asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. Because they are bilateral contracts that may be subject to contractual restrictions on transferability and termination and because they may have remaining terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Fund’s limitation on investments in illiquid securities. However, the Trust has adopted procedures pursuant to which PIMCO may determine swaps (including swaptions) to be liquid under certain circumstances. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.

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Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Fund’s interest. A Fund bears the risk that PIMCO will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for the Fund. If PIMCO attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.

A Fund also may enter into recovery locks. A recovery lock is an agreement between two parties that provides for a fixed payment by one party and the delivery of a reference obligation, typically a bond, by the other party upon the occurrence of a credit event, such as a default, by the issuer of the reference obligation. Recovery locks are used to “lock in” a recovery amount on the reference obligation at the time the parties enter into the agreement. In contrast to a credit default swap where the final settlement amount may be dependent on the market price for the reference obligation upon the credit event, a recovery lock fixes the settlement amount in advance and is not dependent on the market price of the reference obligation at the time of the credit event. Unlike certain other types of derivatives, recovery locks generally do not involve upfront or periodic cash payments by either of the parties. Instead, payment and settlement occurs after there has been a credit event. If a credit event does not occur prior to the termination date of a recovery lock, the agreement terminates and no payments are made by either party. A Fund may enter into a recovery lock to purchase or sell a reference obligation upon the occurrence of a credit event.

Recovery locks are subject to the risk that PIMCO will not accurately forecast the value of a reference obligation upon the occurrence of a credit event. For example, if a Fund enters into a recovery lock and agrees to deliver a reference obligation in exchange for a fixed payment upon the occurrence of a credit event, the value of the reference obligation or eventual recovery on the reference obligation following the credit event may be greater than the fixed payment made by the counterparty to the Fund. If this occurs, the Fund will incur a loss on the transaction. In addition to general market risks, recovery locks are subject to illiquidity risk, counterparty risk and credit risk. The market for recovery locks is relatively new and is smaller and less liquid than the market for credit default swaps and other derivatives. Elements of judgment may play a role in determining the value of a recovery lock. It may not be possible to enter into a recovery lock at an advantageous time or price. A Fund will only enter into recovery locks with counterparties that meet certain standards of creditworthiness.

A Fund’s obligations under a recovery lock will be determined daily. In connection with recovery locks in which a Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, or enter into certain offsetting positions, with a value at least equal to the Fund’s obligations, on a marked-to-market basis. In connection with recovery locks in which a Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, or enter into offsetting positions, with a value at least equal to the fixed payment amount of the recovery lock (minus any amounts owed to the Fund, if applicable). Such segregation or “earmarking” will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund’s portfolio.

Correlation Risk for Certain Funds. In certain cases, the value of derivatives may not correlate perfectly, or at all, with the value of the assets, reference rates or indexes they are designed to closely track. In this regard, certain Funds seek to achieve their investment objectives, in part, by investing in derivatives positions that are designed to closely track the performance (or inverse performance) of an index on a daily basis. However, the overall investment strategies of these Funds are not designed or expected to produce returns which replicate the performance (or inverse performance) of the particular index, and the degree of variation could be substantial, particularly over longer periods. There are a number of factors which may prevent a mutual fund, or derivatives or other strategies used by a fund, from achieving desired correlation (or inverse correlation) with an index. These may include, but are not limited to: (i) the impact of fund fees, expenses and transaction costs, including borrowing and brokerage costs/bid-ask spreads, which are not reflected in index returns; (ii) differences in the timing of daily calculations of the value of an index and the timing of the valuation of derivatives, securities and other assets held by a fund and the determination of the net asset value of fund shares; (iii) disruptions or illiquidity in the markets for derivative instruments or securities in which a fund invests; (iv) a fund having exposure to or holding less than all of the securities in the underlying index and/or having exposure to or holding securities not included in the underlying index; (v) large or unexpected movements of assets into and out of a fund (due to share purchases or redemptions, for example), potentially resulting in the fund being over- or under-exposed to the index; (vi) the impact of accounting standards or changes thereto; (vii) changes to the applicable index that are not disseminated in advance; (viii) a possible need to conform a fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; and (ix) fluctuations in currency exchange rates. For the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, these factors include the possibility that the Fund’s commodity derivatives positions may have different roll dates, reset dates or contract months than those specified in a particular commodity index.

A Note on the PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO StocksPLUS^® TR Short Strategy Fund. Each of PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO StocksPLUS^® TR Short Strategy Fund will generally benefit when the value of the Fund’s associated index is declining and will generally not perform well when the index is rising, a result that is different

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from traditional mutual funds. Under certain conditions, even if the value of a Fund’s associated index is declining (which could be beneficial to a short strategy), this could be offset by declining values of the Fund’s holdings of Fixed Income Instruments. Conversely, it is possible that rising fixed income securities prices could be offset by a rising index (which could lead to losses in a short strategy). In either scenario, these Funds may experience losses. In a market where the value of a Fund’s associated index is rising and its Fixed Income Instrument holdings are declining, the Fund may experience substantial losses.

However, although these Funds use derivatives and other short positions to gain exposures that may vary inversely with the performance of its associated index, neither Fund as a whole is designed or expected to produce returns which replicate the inverse of the performance of its associated index, and the degree of variation could be substantial, particularly over longer periods. Because the value of each Fund’s derivatives short positions move in the opposite direction from the value of the Fund’s associated index every day, for periods greater than one day, the effect of compounding may result in the performance of these derivatives positions, and the Fund’s performance attributable to those positions, to be either greater than or less than the inverse of the index performance for such periods, and the extent of the variation could be substantial due to market volatility and other factors. In addition, the results of PIMCO’s active management of the Funds, including the combination of income and capital gains or losses derived from the Fixed Income Instruments held by the Funds and the ability of the Funds to reduce or limit short exposure, may result in an imperfect inverse correlation between the performance of a Fund’s associated index and the performance of the Fund. As noted above, there are a number of other reasons why changes in the value of derivatives positions may not correlate exactly (either positively or inversely) with an index or which may otherwise prevent a mutual fund or its positions from achieving such correlation.

Synthetic Equity Swaps. Certain Underlying PIMCO Funds may also enter into synthetic equity swaps, in which one party to the contract agrees to pay the other party the total return earned or realized on a particular “notional amount” of value of an underlying equity security including any dividends distributed by the underlying security. The other party to the contract makes regular payments, typically at a fixed rate or at a floating rate based on LIBOR or other variable interest rate based on the notional amount. The notional amount is not invested in the reference security. Similar to currency swaps, synthetic equity swaps are generally entered into on a net basis, which means the two payment streams are netted out and the Underlying PIMCO Fund will either pay or receive the net amount. The Underlying PIMCO Fund will enter into a synthetic equity swap instead of purchasing the reference security when the synthetic equity swap provides a more efficient or less expensive way of gaining exposure to a security compared with a direct investment in the security.

Risk of Potential Government Regulation of Derivatives. It is possible that additional government regulation of various types of derivative instruments, including futures, options and swap agreements, may limit or prevent a Fund from using such instruments as a part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment objective. It is impossible to fully predict the effects of past, present or future legislation and regulation in this area, but the effects could be substantial and adverse. It is possible that legislative and regulatory activity could limit or restrict the ability of a Fund to use certain instruments as a part of its investment strategy. Limits or restrictions applicable to the counterparties with which the Funds engage in derivative transactions could also prevent the Funds from using certain instruments. These risks may be particularly acute for those Funds, such as the PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy and PIMCO CommodityRealReturn Strategy Fund^®, that make extensive use of commodity-related derivative instruments in seeking to achieve their investment objectives.

There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies. The futures, options and swaps markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of futures, options and swaps transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action.

In particular, the Dodd-Frank Act was signed into law on July 21, 2010. The Dodd-Frank Act will change the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for OTC derivatives, including financial instruments, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing and exchange trading of many OTC derivatives transactions. The CFTC and SEC recently finalized the definition of “swap” and “security-based swap.” These definitions will be effective October 12, 2012 and provide the parameters around which contracts will be subject to further regulation under the Dodd-Frank Act.

Provisions in the Dodd-Frank Act include new capital and margin requirements and the mandatory use of clearinghouse mechanisms for many OTC derivative transactions. The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the mandated rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on any of the Funds. However, it is expected that swap dealers, major market participants and swap

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counterparties will experience new and/or additional regulations, requirements, compliance burdens and associated costs. The new law and the rules to be promulgated may negatively impact a Fund’s ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on a Fund or its counterparties may impact that Fund’s ability to invest in futures, options and swaps in a manner that efficiently meets its investment objective. New requirements even if not directly applicable to the Funds, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing, may increase the cost of a Fund’s investments and cost of doing business, which could adversely affect investors.

Structured Products

The Funds may invest in structured products, including instruments such as credit-linked securities, commodity-linked notes and structured notes, which are potentially high-risk derivatives. For example, a structured product may combine a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a structured product is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a structured product may be increased or decreased, depending on changes in the value of the benchmark. An example of a structured product could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a structured product would be a combination of a bond and a call option on oil.

Structured products can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Structured products may not bear interest or pay dividends. The value of a structured product or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a structured product. Under certain conditions, the redemption value of a structured product could be zero. Thus, an investment in a structured product may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of structured products also exposes a Fund to the credit risk of the issuer of the structured product. These risks may cause significant fluctuations in the net asset value of the Fund. Each Fund, except for the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommodityRealReturn Strategy Fund^®, will not invest more than 5% of its total assets in a combination of credit-linked securities or commodity-linked notes.

Credit-Linked Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. For example, a Fund may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Fund would receive as an investor in the trust. A Fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Commodity-Linked Notes. Certain structured products may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked structured products may be either equity or debt securities, leveraged or unleveraged, and have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Funds will only invest in commodity-linked structured products that qualify under applicable rules of the CFTC for an exemption from the provisions of the CEA.

Structured Notes and Indexed Securities. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at

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maturity, which may result in a loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes and securities may be very volatile. Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. To the extent a Fund invests in these notes and securities, however, PIMCO analyzes these notes and securities in its overall assessment of the effective duration of the Fund’s holdings in an effort to monitor the Fund’s interest rate risk.

Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds’ investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

Bank Capital Securities

The Funds may invest in bank capital securities. Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

Trust Preferred Securities

The Funds may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.

Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the 1933 Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Fund, to sell their holdings. In identifying the risks of the trust preferred securities, PIMCO will look to the condition of the financial institution as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a Fund.

Exchange-Traded Notes

Exchange-traded notes (“ETNs”) are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange) during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor.

ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. A Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN.

ETNs are also subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Funds characterize and treat ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.

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An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.

The market value of ETN shares may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.

Delayed Funding Loans and Revolving Credit Facilities

Each Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds and Municipal Funds) may enter into, or acquire participations in, delayed funding loans and revolving credit facilities. Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Fund is committed to advance additional funds, it will at all times segregate or “earmark” assets (or cash equivalent securities in the case of the PIMCO Total Return Fund IV), determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees, in an amount sufficient to meet such commitments.

A Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds and Municipal Funds) may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of its securities investments. Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The Funds currently intend to treat delayed funding loans and revolving credit facilities for which there is no readily available market as illiquid for purposes of the Funds’ limitation on illiquid investments. For a further discussion of the risks involved in investing in loan participations and other forms of direct indebtedness see “Indebtedness, Loan Participations and Assignments.” Participation interests in revolving credit facilities will be subject to the limitations discussed in “Indebtedness, Loan Participations and Assignments.” Delayed funding loans and revolving credit facilities are considered to be debt obligations for purposes of the Trust’s investment restriction relating to the lending of funds or assets by a Fund.

When-Issued, Delayed Delivery and Forward Commitment Transactions

Each of the Funds (except for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds) may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis. When such purchases or sales are outstanding, the Fund will segregate or “earmark” until the settlement date assets (or cash equivalent securities in the case of the PIMCO Total Return Fund IV) determined to be liquid by PIMCO in accordance with procedures established by the Board of Trustees or otherwise cover its position in an amount sufficient to meet the Fund’s obligation. Typically, no income accrues on securities a Fund has committed to purchase prior to the time delivery of the securities is made, although a Fund may earn income on securities it has segregated or “earmarked.”

When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. Because the Fund is not required to pay for the security until the delivery date, these risks are in addition to the risks associated with the Fund’s other investments. If the other party to a transaction fails to deliver the securities, the Fund could miss a favorable price or yield opportunity. If the Fund remains substantially fully invested at a time when when-issued, delayed delivery, or forward commitment purchases are outstanding, the purchases may result in a form of leverage.

When a Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future gains or losses with respect to the security. If the other party to a transaction fails to pay for the securities, the Fund could suffer a loss. Additionally, when selling a security on a when-issued, delayed delivery, or forward commitment basis without owning the security, a Fund will incur a loss if the security’s price appreciates in value such that the security’s price is above the agreed upon price on the settlement date.

A Fund may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment securities before the settlement date, which may result in a gain or loss. There is no percentage limitation on the extent to which the Funds may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis.

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Standby Commitment Agreements

The Funds and Underlying PIMCO Funds may enter into standby commitment agreements, which are agreements that obligate a party, for a set period of time, to buy a certain amount of a security that may be issued and sold at the option of the issuer. The price of a security purchased pursuant to a standby commitment agreement is set at the time of the agreement. In return for its promise to purchase the security, a Fund or Underlying PIMCO Fund receives a commitment fee based upon a percentage of the purchase price of the security. The Fund or Underlying PIMCO Fund receives this fee whether or not it is ultimately required to purchase the security.

There is no guarantee that the securities subject to a standby commitment agreement will be issued or, if such securities are issued, the value of the securities on the date of issuance may be more or less than the purchase price. A Fund or Underlying PIMCO Fund will limit its investments in standby commitment agreements with remaining terms exceeding seven days pursuant to the limitation on investments in illiquid securities. A Fund or Underlying PIMCO Fund will record the purchase of a standby commitment agreement, and will reflect the value of the security in the Fund’s or Underlying PIMCO Fund’s net asset value, on the date on which the security can reasonably be expected to be issued.

Infrastructure Investments

Infrastructure entities include companies in the infrastructure business and infrastructure projects and assets representing a broad range of businesses, types of projects and assets. The risks that may be applicable to an infrastructure entity vary based on the type of business, project or asset, its location, the developmental stage of a project and an investor’s level of control over the management or operation of the entity.

Infrastructure entities are typically subject to significant government regulations and other regulatory and political risks, including expropriation; political violence or unrest, including war, sabotage or terrorism; and unanticipated regulatory changes by a government or the failure of a government to comply with international treaties and agreements. Additionally, an infrastructure entity may do business with state-owned suppliers or customers that may be unable or unwilling to fulfill their contractual obligations. Changing public perception and sentiment may also influence a government’s level of support or involvement with an infrastructure entity.

Companies engaged in infrastructure development and construction and infrastructure projects or assets that have not been completed will be subject to construction risks, including construction delays; delays in obtaining permits and regulatory approvals; unforeseen expenses resulting from budget and cost overruns; inexperienced contractors and contractor errors; and problems related to project design and plans. Due to the numerous risks associated with construction and the often incomplete or unreliable data about projected revenues and income for a project, investing in the construction of an infrastructure project involves significant risks. The ability to obtain initial or additional financing for an infrastructure project is often directly tied to its stage of development and the availability of operational data. A project that is complete and operational is more likely to obtain financing than a project at an earlier stage of development. Additionally, an infrastructure entity may not be able to obtain needed additional financing, particularly during periods of turmoil in the capital markets. The cost of compliance with international standards for project finance may increase the cost of obtaining capital or financing for a project. Alternatively, an investment in debt securities of infrastructure entities may also be subject to prepayment risk if lower-cost financing becomes available.

Infrastructure projects or assets may also be subject to operational risks, including the project manager’s ability to manage the project; unexpected maintenance costs; government interference with the operation of an infrastructure project or asset; obsolescence of project; and the early exit of a project’s equity investors. Additionally, the operator of an infrastructure project or asset may not be able to pass along the full amount of any cost increases to customers.

An infrastructure entity may be organized under a legal regime that may provide investors with limited recourse against the entity’s assets, the sponsor or other non-project assets and there may be restrictions on the ability to sell or transfer assets. Financing for infrastructure projects and assets is often secured by cash flows, underlying contracts, and project assets. An investor may have limited options and there may be significant costs associated with foreclosing upon any assets that secure repayment of a financing.

Short Sales

Each of the Funds (except for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds), particularly the PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO Fundamental Advantage Total Return Strategy Fund, PIMCO StocksPLUS^® TR Short Strategy Fund and PIMCO Worldwide Fundamental Advantage TR Strategy Fund, may make short sales of securities to: (i) offset potential declines in long positions in similar securities, (ii) to increase the flexibility of the Fund; (iii) for investment return; (iv) as part of a risk arbitrage strategy; and (v) as part of its overall portfolio management strategies involving the use of derivative instruments. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline.

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When a Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. In connection with short sales of securities, the Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay over any accrued interest and dividends on such borrowed securities.

If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

The Funds may invest pursuant to a risk arbitrage strategy to take advantage of a perceived relationship between the value of two securities. Frequently, a risk arbitrage strategy involves the short sale of a security.

To the extent that a Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of segregated or “earmarked” assets that PIMCO determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by “offsetting” positions, until the Fund replaces the borrowed security. A short sale is “against the box” to the extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. The Funds (except the PIMCO Total Return Fund IV) will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. The PIMCO Total Return Fund IV will limit short sales, including short exposures obtained using derivative instruments, to 10% of its total assets. To the extent a Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

144A Securities

In addition to a Fund’s investments in privately placed and unregistered securities, a Fund may also invest in securities sold pursuant to Rule 144A of the 1933 Act. Such securities are commonly known as “144A securities” and may only be resold under certain circumstances to other institutional buyers. 144A securities frequently trade in an active secondary market and are treated as liquid under procedures approved by the Board of Trustees. As a result of the resale restrictions on 144A securities, there is a greater risk that they will become illiquid than securities registered with the SEC.

Illiquid Securities

The Funds may invest up to 15% of their net assets in illiquid securities (5% of “total assets,” as defined in Rule 2a- 7 under the 1940 Act, in the case of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds). The term “illiquid securities” for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the securities. Illiquid securities are considered to include, among other things, written OTC options, securities or other liquid assets being used as cover for such options, repurchase agreements with remaining maturities in excess of seven days, certain loan participation interests, fixed time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), and other securities whose disposition is restricted under the federal securities laws (other than 144A securities and certain commercial paper that PIMCO has determined to be liquid under procedures approved by the Board of Trustees).

Illiquid securities may include privately placed securities, which are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered under the federal securities laws. Although certain of these securities may be readily sold, others may be illiquid, and their sale may involve substantial delays and additional costs.

Loans of Portfolio Securities

For the purpose of achieving income, each Fund (except the PIMCO Real Income 2019^®, PIMCO Real Income 2029^® and PIMCO Total Return IV Funds) may lend its portfolio securities to brokers, dealers, and other financial institutions, provided: (i) the loan is secured continuously by collateral consisting of U.S. Government securities, cash or cash equivalents (negotiable certificates of deposits, bankers’ acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to 102% or the market value (plus accrued interest) of the securities loaned or 105% of the market value (plus accrued interest) of the securities loaned if the borrowed securities are principally cleared and settled outside of the U.S.; (ii) the Fund may at any time call the loan and obtain the return of the securities loaned; (iii) the Fund will receive any interest or dividends paid on the loaned securities; and (iv) the aggregate market value of securities loaned will not at any time exceed 331/3% of the total assets of the Fund (including the collateral received with respect to such loans). Each Fund’s performance will continue to reflect the receipt of either interest through investment of cash collateral by the Fund in permissible investments, or a fee, if the collateral is U.S. Government securities. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral should the borrower fail to return the securities loaned or become insolvent. The Funds may pay lending fees to the party arranging the loan. Cash collateral received by a Fund in securities lending transactions may be invested in short-term liquid Fixed Income Instruments or in money market or short-term funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. A Fund bears the risk of such investments.

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Investments in Underlying PIMCO Funds

The PIMCO Funds of Funds invest substantially all or a significant portion of their assets in Underlying PIMCO Funds. Please see the “Principal Investment Strategies” section in the Prospectuses for a description of the asset allocation strategies and general investment policies of each Fund. In some cases, the PIMCO Funds of Funds and Affiliated Funds of Funds may be the predominant or sole shareholders of a particular Underlying PIMCO Fund. As noted above, investment decisions made with respect to the PIMCO Funds of Funds and Affiliated Funds of Funds could, under certain circumstances, negatively impact the Underlying PIMCO Funds.

For instance, the PIMCO Funds of Funds and Affiliated Funds of Funds may purchase and redeem shares of an Underlying PIMCO Fund as part of a reallocation or rebalancing strategy, which may result in the Underlying PIMCO Fund having to sell securities or invest cash when it otherwise would not do so. Such transactions could increase an Underlying PIMCO Fund’s transaction costs and accelerate the realization of taxable income if sales of securities resulted in gains. The PIMCO Funds of Funds and PIMCO have adopted asset reallocation guidelines, which are designed to minimize potentially disruptive purchases and redemption activities by the PIMCO Funds of Funds.

Social Investment Policies

The PIMCO Low Duration Fund III and PIMCO Total Return Fund III will not, as a matter of non-fundamental operating policy, invest in the securities of any issuer determined by PIMCO to be engaged principally in the provision of healthcare services, the manufacture of alcoholic beverages, tobacco products, pharmaceuticals, military equipment, the operation of gambling casinos or in the production or trade of pornographic materials. To the extent possible on the basis of information available to PIMCO, an issuer will be deemed to be principally engaged in an activity if it derives more than 10% of its gross revenues from such activities (“Socially-Restricted Issuers”). Evaluation of any particular issuer with respect to these criteria may involve the exercise of subjective judgment by PIMCO. PIMCO’s determination of Socially-Restricted Issuers at any given time will, however, be based upon its good faith interpretation of available information and its continuing and reasonable best efforts to obtain and evaluate the most current information available, and to utilize such information, as it becomes available, promptly and expeditiously in portfolio management for the Funds. In making its analysis, PIMCO may rely upon, among other things, information contained in such publications as those produced by the Investor Responsibility Research Center, Inc.

Additionally, the PIMCO Low Duration Fund III and the PIMCO Total Return Fund III will not, as a matter of non-fundamental operating policy, invest directly in securities of issuers that are engaged in certain business activities in or with the Republic of the Sudan (“Sudan-Related Issuers”). In applying the policy noted in the prior sentence, PIMCO will not invest directly in companies who own or control property or assets in Sudan; have employees or facilities in Sudan; provide goods or services to companies domiciled in Sudan; obtain goods or services from Sudan; have distribution agreements with companies domiciled in Sudan; issue credits or loans to companies domiciled in Sudan; or purchase goods or commercial paper issued by the Government of Sudan. In analyzing whether an issuer is a Sudan-Related Issuer, PIMCO may rely upon, among other things, information from a list provided by an independent third party.

The PIMCO Low Duration Fund III and PIMCO Total Return Fund III will not invest in derivative instruments where the counterparties to such transactions are themselves either Socially-Restricted Issuers or Sudan-Related Issuers (each a “SRI” and collectively “SRIs”). PIMCO’s determination of whether a counterparty is a SRI at any given time will be based upon PIMCO’s good faith interpretation of available information and its continuing and reasonable best efforts to obtain and evaluate the most current information available. PIMCO anticipates that it will review all counterparties periodically to determine whether any qualify as a SRI at that time, but will not necessarily conduct such reviews at the time a Fund enters into a transaction. This could cause a Fund to enter into a transaction with a SRI counterparty. In such cases, upon the determination that a counterparty is a SRI, the PIMCO Low Duration Fund III or the PIMCO Total Return Fund III, as applicable, will use reasonable efforts to divest themselves of the applicable investment and may incur a loss in doing so. The PIMCO Low Duration Fund III and PIMCO Total Return Fund III will not invest in derivative instruments whose returns are based, in whole, on securities issued by SRIs. With respect to investments in derivative instruments that are based only in part on securities issued by SRIs, including, but not limited to, credit default swaps on an index of securities, the PIMCO Low Duration Fund III or the PIMCO Total Return Fund III may be obligated to take possession of the underlying securities in certain circumstances. In such cases, the PIMCO Low Duration Fund III or the PIMCO Total Return Fund III, as applicable, will use reasonable efforts to divest themselves of these securities and may incur a loss in doing so.

Because the PIMCO Low Duration Fund III and the PIMCO Total Return Fund III adhere to the social investment policies described above, these Funds may be required to forego certain investment opportunities and their associated returns.

Investments in the Wholly-Owned Subsidiaries

Investments in the Subsidiaries are expected to provide the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Global Multi-Asset Fund and PIMCO Inflation

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Response Multi-Asset Fund, respectively, with exposure to the commodity markets within the limitations of Subchapter M of the Internal Revenue Code and recent IRS revenue rulings, as discussed below under “Taxation.” The Subsidiaries are companies organized under the laws of the Cayman Islands, and are overseen by their own board of directors. The PIMCO CommoditiesPLUS^® Strategy Fund is the sole shareholder of the CPS Subsidiary, and it is not currently expected that shares of the CPS Subsidiary will be sold or offered to other investors. The PIMCO CommoditiesPLUS^® Short Strategy Fund is the sole shareholder of the CPSS Subsidiary, and it is not currently expected that shares of the CPSS Subsidiary will be sold or offered to other investors. The PIMCO CommodityRealReturn Strategy Fund^® is the sole shareholder of the CRRS Subsidiary, and it is not currently expected that shares of the CRRS Subsidiary will be sold or offered to other investors. The PIMCO Global Multi-Asset Fund is the sole shareholder of the GMA Subsidiary, and it is not currently expected that shares of the GMA Subsidiary will be sold or offered to other investors. The PIMCO Inflation Response Multi-Asset Fund is the sole shareholder of the IRMA Subsidiary, and it is not currently expected that shares of the IRMA Subsidiary will be sold or offered to other investors.

It is expected that the Subsidiaries will invest primarily in commodity-linked derivative instruments, including swap agreements, commodity options, futures and options on futures, backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. Although the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Global Multi-Asset Fund and PIMCO Inflation Response Multi-Asset Fund may enter into these commodity-linked derivative instruments directly, each Fund will likely gain exposure to these derivative instruments indirectly by investing in its Subsidiary. To the extent that PIMCO believes that these commodity-linked derivative instruments are better suited to provide exposure to the commodities market then commodity index-linked notes, each Fund’s investment in its Subsidiary will likely increase. The Subsidiaries will also invest in inflation-indexed securities and other Fixed Income Instruments, which are intended to serve as margin or collateral for the respective Subsidiary’s derivatives position. To the extent that the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommodityRealReturn StrategyFund^®, PIMCO Global Multi-Asset Fund and/or PIMCO Inflation Response Multi-Asset Fund invest in their respective Subsidiaries, such Fund may be subject to the risks associated with those derivative instruments and other securities, which are discussed elsewhere in the applicable Prospectuses and this Statement of Additional Information.

While the Subsidiaries may be considered similar to investment companies, they are not registered under the 1940 Act and, unless otherwise noted in the applicable Prospectuses and this Statement of Additional Information, are not subject to all of the investor protections of the 1940 Act and other U.S. regulations. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Global Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and/or the Subsidiaries to operate as described in the applicable Prospectuses and this Statement of Additional Information and could negatively affect the Funds and their shareholders.

Government Intervention in Financial Markets

Instability in the financial markets during and after the 2008-2009 financial downturn has led the U.S. Government and governments across the world to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Most significantly, the U.S. Government has enacted a broad-reaching new regulatory framework over the financial services industry and consumer credit markets, the potential impact of which on the value of securities held by a Fund is unknown. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds themselves are regulated. Such legislation or regulation could limit or preclude a Fund’s ability to achieve its investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Funds’ portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds. The Funds have established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available. PIMCO will monitor developments and seek to manage the Funds in a manner consistent with achieving each Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

The value of a Fund’s holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted. It is difficult for issuers to prepare for the impact of future financial downturns, although companies can seek to identify and manage future uncertainties through risk management programs.

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The SEC has adopted amendments to money market fund regulation, imposing new liquidity, credit quality, and maturity requirements on all money market funds, and may adopt additional amendments in the future. These changes may adversely affect the return potential of the PIMCO Government Money Market Fund, PIMCO Money Market Fund and PIMCO Treasury Money Market Fund.

Temporary Investment

If PIMCO believes that economic or market conditions are unfavorable to investors, PIMCO may temporarily invest up to 100% of a Fund’s assets in certain defensive strategies, including holding a substantial portion of the Fund’s assets in cash, cash equivalents or other highly rated short-term securities, including securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. As discussed in this Statement of Additional Information, a Fund may also invest in affiliated money market and/or short-term bond funds for temporary cash management purposes.

Increasing Government Debt

The total public debt of the United States as a percentage of gross domestic product has grown rapidly since the beginning of the 2008-2009 financial downturn. Current governmental agencies project that the United States will continue to maintain high debt levels for the foreseeable future. Although high debt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause the U.S. Treasury to sell additional debt with shorter maturity periods, thereby increasing refinancing risk. A high national debt also raises concerns that the U.S. Government will not be able to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can cause declines in the valuation of currencies, and can prevent the U.S. Government from implementing effective counter-cyclical fiscal policy in economic downturns.

In August 2011, S&P lowered its long-term sovereign credit rating on the U.S. In explaining the downgrade, S&P cited, among other reasons, controversy over raising the statutory debt ceiling and growth in public spending. The ultimate impact of the downgrade is uncertain, but it may lead to increased interest rates and volatility. The market prices and yields of securities supported by the full faith and credit of the U.S. government may be adversely affected by the downgrade.

Inflation and Deflation

The Funds may be subject to inflation and deflation risk. Inflation risk is the risk that the present value of assets or income of a Fund will be worth less in the future as inflation decreases in the present value a Fund’s assets. Deflation risk is the risk that prices throughout the economy decline over time creating an economic recession, which could make issuer default more likely and may result in a decline in the value of a Fund’s assets.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

Each Fund’s investment objective, except for the PIMCO All Asset All Authority, PIMCO California Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy, PIMCO Credit Absolute Return, PIMCO EM Fundamental IndexPLUS^® TR Strategy, PIMCO Emerging Local Bond, PIMCO Emerging Markets Corporate Bond, PIMCO Emerging Markets Currency, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Extended Duration, PIMCO Floating Income, PIMCO Foreign Bond (Unhedged), PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO Global Advantage^® Strategy Bond, PIMCO Global Bond (U.S. Dollar-Hedged), PIMCO Global Multi-Asset, PIMCO Government Money Market, PIMCO High Yield Municipal Bond, PIMCO High Yield Spectrum, PIMCO Income, PIMCO Inflation Response Multi-Asset, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO International StocksPLUS^® TR Strategy (Unhedged), PIMCO International StocksPLUS^® TR Strategy (U.S. Dollar-Hedged), PIMCO Long-Term Credit, PIMCO Long Duration Total Return, PIMCO Mortgage Opportunities, PIMCO National Intermediate Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO RealEstateRealReturn Strategy, PIMCO RealRetirement^® Income and Distribution, PIMCO RealRetirement^® 2015, PIMCO RealRetirement^® 2020, PIMCO RealRetirement^® 2025, PIMCO RealRetirement^® 2030, PIMCO RealRetirement^® 2035, PIMCO RealRetirement^® 2040, PIMCO RealRetirement^® 2045, PIMCO RealRetirement^® 2050, PIMCO Short Asset Investment, PIMCO Small Cap StocksPLUS^® TR, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy, PIMCO StocksPLUS^® Long Duration, PIMCO StocksPLUS^® TR Short Strategy, PIMCO Senior Floating Rate, PIMCO Tax Managed Real Return, PIMCO Total Return IV, PIMCO Treasury Money Market, PIMCO Unconstrained Bond, PIMCO Unconstrained Tax Managed Bond and PIMCO Worldwide Fundamental Advantage TR Strategy Funds, as set forth in the Prospectuses under the heading “Investment Objective,” together with the investment restrictions set forth below, is a fundamental policy of the Fund and may not be changed with respect to a Fund without shareholder approval by vote of a majority of the outstanding shares of that Fund.

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1. A Fund may not concentrate its investments in a particular industry, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (except that the PIMCO Money Market Fund may concentrate its investments in securities or obligations issued by U.S. banks).

2. A Fund may not, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, if, as a result (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer; (This investment restriction is not applicable to the PIMCO All Asset, PIMCO All Asset All Authority, PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond, PIMCO California Short Duration Municipal Income, PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy, PIMCO CommodityRealReturn Strategy, PIMCO Emerging Local Bond, PIMCO Emerging Markets Bond, PIMCO Emerging Markets Currency, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Foreign Bond (Unhedged), PIMCO Foreign Bond (U.S. Dollar-Hedged), PIMCO Global Advantage^® Strategy Bond, PIMCO Global Bond (Unhedged), PIMCO Global Bond (U.S. Dollar-Hedged), PIMCO Global Multi-Asset, PIMCO High Yield Municipal Bond, PIMCO Income, PIMCO Inflation Response Multi-Asset Fund, PIMCO International StocksPLUS^® TR Strategy (Unhedged), PIMCO International StocksPLUS^® TR Strategy (U.S. Dollar-Hedged), PIMCO Mortgage Opportunities, PIMCO National Intermediate Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO RealEstateRealReturn Strategy, PIMCO RealRetirement^® Income and Distribution, PIMCO RealRetirement^® 2015, PIMCO RealRetirement^® 2020, PIMCO RealRetirement^® 2025, PIMCO RealRetirement^® 2030, PIMCO RealRetirement^® 2035, PIMCO RealRetirement^® 2040, PIMCO RealRetirement^® 2045, PIMCO RealRetirement^® 2050, PIMCO Real Return, PIMCO Real Return Asset, PIMCO StocksPLUS^® TR Short Strategy and PIMCO Tax Managed Real Return Funds.) For the purpose of this restriction, each state and each separate political subdivision, agency, authority or instrumentality of such state, each multi-state agency or authority, and each guarantor, if any, are treated as separate issuers of Municipal Bonds.

3. A Fund may not purchase or sell real estate, although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein.

4. A Fund may not purchase or sell commodities or commodities contracts or oil, gas or mineral programs (This investment restriction is not applicable to the PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy and PIMCO Inflation Response Multi-Asset Funds). This restriction shall not prohibit a Fund, subject to restrictions described in the Prospectuses and elsewhere in this Statement of Additional Information, from purchasing, selling or entering into futures contracts, options on futures contracts, foreign currency forward contracts, foreign currency options, hybrid instruments, or any interest rate or securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws (This restriction is not applicable to the PIMCO Global Bond Fund (U.S. Dollar-Hedged), but see non-fundamental restriction “6”).

5. A Fund may borrow money or issue any senior security, only as permitted under the 1940 Act, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time.

6. A Fund may make loans, only as permitted under the 1940 Act, as amended, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time.

7. A Fund may not act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws.

8. Notwithstanding any other fundamental investment policy or limitation, it is a fundamental policy of each Fund that it may pursue its investment objective by investing in one or more underlying investment companies or vehicles that have substantially similar investment objectives, policies and limitations as the Fund.

9. The PIMCO High Yield Municipal Bond, PIMCO Municipal Bond, PIMCO National Intermediate Bond and PIMCO Short Duration Municipal Income Funds will invest, under normal circumstances, at least 80% of their assets in investments the income of which is exempt from federal income tax.

10. The PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond and PIMCO California Short Duration Municipal Income Funds will invest, under normal circumstances, at least 80% of their assets in investments the income of which is exempt from both federal income tax and California income tax.

11. The PIMCO New York Municipal Bond Fund will invest, under normal circumstances, at least 80% of its assets in investments the income of which is exempt from both federal income tax and New York income tax.

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For purposes of Fundamental Investment Restrictions No. 9, 10 and 11, the term “assets,” as defined in Rule 35d-1 under the 1940 Act, means net assets, plus the amount of any borrowings for investment purposes.

Non-Fundamental Investment Restrictions

Each Fund is also subject to the following non-fundamental restrictions and policies (which may be changed by the Trust’s Board of Trustees without shareholder approval) relating to the investment of its assets and activities.

1. A Fund may not invest more than 15% of its net assets (5% of “total assets,” as defined in Rule 2a-7 under the 1940 Act, in the case of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) taken at market value at the time of the investment in “illiquid securities,” which are defined to include securities subject to legal or contractual restrictions on resale (which may include private placements), repurchase agreements with remaining maturities of more than seven days, certain loan participation interests, fixed time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), certain options traded over the counter that a Fund has purchased, securities or other liquid assets being used to cover such options a Fund has written, securities for which market quotations are not readily available, or other securities which legally or in PIMCO’s opinion may be deemed illiquid (other than securities issued pursuant to Rule 144A under the 1933 Act, as amended, and certain other securities and instruments PIMCO has determined to be liquid under procedures approved by the Board of Trustees).

2. A Fund may not purchase securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities, but it may make margin deposits in connection with covered transactions in options, futures, options on futures and short positions. For purposes of this restriction, the posting of margin deposits or other forms of collateral in connection with swap agreements is not considered purchasing securities on margin.

3. The PIMCO Mortgage Opportunities Fund may invest up to 10% of its total assets (taken at market value at the time of investment) in any combination of mortgage-related or other asset-backed interest only, principal only, or inverse floating rate securities. Each other Fund (except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) may invest up to 5% of its total assets (taken at market value at the time of investment) in any combination of mortgage-related or other asset-backed interest only, principal only, or inverse floating rate securities. The 5% and 10% limitations described in this restriction are considered Elective Investment Restrictions (as defined below) for purposes of a Fund’s acquisition through a Voluntary Action (as defined below).

4. The PIMCO Global Bond Fund (U.S. Dollar-Hedged) may not borrow money in excess of 10% of the value (taken at the lower of cost or current value) of the Fund’s total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure to facilitate the meeting of redemption requests (not for leverage) which might otherwise require the untimely disposition of portfolio investments or for extraordinary or emergency purposes (Such borrowings will be repaid before any additional investments are purchased.); or pledge, hypothecate, mortgage or otherwise encumber its assets in excess of 10% of the Fund’s total assets (taken at cost) and then only to secure borrowings permitted 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).

5. A Fund may not maintain a short position, or purchase, write or sell puts, calls, straddles, spreads or combinations thereof, except on such conditions as may be set forth in the Prospectuses and in this Statement of Additional Information.

6. The PIMCO Global Bond Fund (U.S. Dollar-Hedged) may not purchase or sell commodities or commodity contracts except that the Fund may purchase and sell financial futures contracts and related options.

In addition, the Trust has adopted the following non-fundamental investment policies that may be changed on 60 days’ notice to shareholders:

1. The PIMCO GNMA Fund will invest, under normal circumstances, at least 80% of its assets in GNMA investments.

2. Each of the PIMCO Mortgage Opportunities and the PIMCO Mortgage-Backed Securities Funds will invest, under normal circumstances, at least 80% of its assets in mortgage investments.

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3. The PIMCO Investment Grade Corporate Bond Fund will invest, under normal circumstances, at least 80% of its assets in investment grade corporate bond investments.

4. Each of the PIMCO High Yield and PIMCO High Yield Spectrum Funds will invest, under normal circumstances, at least 80% of its assets in high yield investments.

5. The PIMCO Long-Term U.S. Government Fund will invest, under normal circumstances, at least 80% of its assets in U.S. Government investments.

6. Each of the PIMCO Global Bond (Unhedged) and PIMCO Global Bond (U.S. Dollar-Hedged) Funds will invest, under normal circumstances, at least 80% of its assets in bond investments.

7. Each of the PIMCO Foreign Bond (Unhedged) and PIMCO Foreign Bond (U.S. Dollar-Hedged) Funds will invest, under normal circumstances, at least 80% of its assets in foreign bond investments.

8. The PIMCO Emerging Markets Bond Fund will invest, under normal circumstances, at least 80% of its assets in emerging market bond investments.

9. The PIMCO Convertible Fund will invest, under normal circumstances, at least 80% of its assets in convertible investments.

10. The PIMCO Floating Income Fund will invest, under normal circumstances, at least 80% of its assets in investments that effectively enable the Fund to achieve a floating rate of income.

11. The PIMCO Emerging Markets Currency Fund will invest under normal circumstances at least 80% of its assets in currencies of, or Fixed Income Instruments denominated in the currencies of, emerging market countries.

12. The PIMCO Emerging Local Bond Fund will invest under normal circumstances at least 80% of its assets in Fixed Income Instruments denominated in currencies of countries with emerging securities markets.

13. Each of the PIMCO Unconstrained Bond and PIMCO Unconstrained Tax Managed Bond Funds will invest, under normal circumstances, at least 80% of its assets in Fixed Income Instrument investments.

14. The PIMCO Global Advantage^® Strategy Bond Fund will invest, under normal circumstances, at least 80% of its assets in Fixed Income Instrument investments.

15. The PIMCO Government Money Market Fund will invest, under normal circumstances, at least 80% of its assets in U.S. government securities.

16. The PIMCO Treasury Money Market Fund will invest, under normal circumstances, at least 80% of its assets in U.S. Treasury securities.

17. Each of the PIMCO Credit Absolute Return and PIMCO Long-Term Credit Funds will invest, under normal circumstances, at least 80% of its assets in Fixed Income Instruments investments.

18. The PIMCO Emerging Markets Corporate Bond Fund will invest, under normal circumstances, at least 80% of its assets in corporate Fixed Income Instruments that are economically tied to emerging market countries.

19. The PIMCO Senior Floating Rate Fund will invest, under normal circumstances, at least 80% of its assets in senior debt investments that effectively enable the Fund to achieve a floating rate of income.

20. The PIMCO Emerging Markets Full Spectrum Bond Fund will invest, under normal circumstances, at least 80% of its assets in investments economically tied to emerging market countries and 80% of its assets in Fixed Income Instruments, which may be represented by direct or indirect (through an Acquired Fund) investments.

For purposes of these policies, the term “assets,” as defined in Rule 35d-1 under the 1940 Act, means net assets plus the amount of any borrowings for investment purposes. In addition, for purposes of these policies, investments may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. Further, for purposes of these policies, a Fund may “look through” a repurchase agreement to the collateral underlying the agreement (typically, government securities), and apply the repurchase agreement toward the 80% investment requirement based on the type of securities comprising its collateral. For purposes of these policies, the term “convertible investments” includes synthetic convertible securities created by PIMCO and those created by other parties such as investment banks.

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Currency Hedging. The Trust has adopted a non-fundamental policy pursuant to which each Fund that may invest in securities denominated in foreign currencies, except for the PIMCO Convertible Fund, PIMCO Diversified Income Fund, PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, PIMCO Emerging Local Bond Fund, PIMCO Emerging Markets Bond Fund, PIMCO Emerging Markets Corporate Bond Fund, PIMCO Emerging Markets Currency Fund, PIMCO Emerging Markets Full Spectrum Bond Fund, PIMCO Floating Income Fund, PIMCO Foreign Bond Fund (Unhedged), PIMCO Global Advantage^® Strategy Bond Fund, PIMCO Global Bond Fund (Unhedged), PIMCO Global Multi-Asset Fund, PIMCO Income Fund, PIMCO International StocksPLUS^® TR Strategy Fund (Unhedged), PIMCO RealRetirement^® Income and Distribution Fund, PIMCO RealRetirement^® 2020 Fund, PIMCO RealRetirement^® 2030 Fund, PIMCO RealRetirement^® 2040 Fund, PIMCO RealRetirement^® 2050 Fund and PIMCO Short Asset Investment Fund, will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets. The PIMCO Emerging Markets Full Spectrum Bond Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20%-80% of its total assets. Each of the PIMCO Unconstrained Bond Fund and PIMCO Unconstrained Tax Managed Bond Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 35% of its total assets. The PIMCO Inflation Response Multi-Asset Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 25% of its total assets. The PIMCO Income Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 10% of its total assets. With respect to the fixed income investments of the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund and PIMCO International StocksPLUS^® TR Strategy Fund (Unhedged), each Fund will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets. The PIMCO High Yield Spectrum Fund will normally limit its currency exposure to within 10% (plus or minus) of the Fund’s benchmark index. The PIMCO Senior Floating Rate Fund will normally limit its currency exposure to within 5% (plus or minus) of the Fund’s benchmark index. There can be no assurance that currency hedging techniques will be successful. All percentage limitations described in this paragraph are considered Elective Investment Restrictions (as defined below) for purposes of a Fund’s acquisition through a Voluntary Action (as defined below).

Under the 1940 Act, a “senior security” does not include any promissory note or evidence of indebtedness where such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the issuer at the time the loan is made. A loan is presumed to be for temporary purposes if it is repaid within sixty days and is not extended or renewed. To the extent that borrowings for temporary administrative purposes exceed 5% of the total assets of a Fund (except for the PIMCO Global Bond Fund (U.S. Dollar-Hedged)), such excess shall be subject to the 300% asset coverage requirement.

To the extent a Fund covers its commitment under a reverse repurchase agreement (or economically similar transaction) by the segregating or “earmarking” of assets determined to be liquid in accordance with procedures adopted by the Board of Trustees, equal in value to the amount of the Fund’s commitment to repurchase, such an agreement will not be considered a “senior security” by the Fund and therefore will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the Fund.

The staff of the SEC has taken the position that purchased OTC options and the assets used as cover for written OTC options are illiquid securities. Therefore, the Funds have adopted an investment policy pursuant to which a Fund will not purchase or sell OTC options if, as a result of such transactions, the sum of: (1) the market value of purchased OTC options currently outstanding which are held by the Fund; and (2) the market value of the underlying securities (including any collateral posted by the Fund) covering OTC options currently outstanding which were sold by the Fund, exceeds 15% of the net assets of the Fund, taken at market value, together with all other assets of the Fund which are illiquid or are otherwise not readily marketable. However, if an OTC option is sold by the Fund to a primary U.S. Government securities dealer recognized by the Federal Reserve Bank of New York and if the Fund has the unconditional contractual right to repurchase such OTC option from the dealer at a predetermined price, then the Fund will treat as illiquid such amount of the underlying securities equal to the repurchase price less the amount by which the option is “in-the-money” (i.e., current market value of the underlying securities minus the option’s strike price). The repurchase price with the primary dealers is typically a formula price which is generally based on a multiple of the premium received for the option, plus the amount by which the option is “in-the-money.” This policy is not a fundamental policy of the Funds and may be amended by the Board of Trustees without the approval of shareholders. However, the Funds will not change or modify this policy prior to the change or modification by the SEC staff of its position.

For purposes of applying the Funds’ investment policies and restrictions (as stated in the Prospectuses and this Statement of Additional Information) swap agreements are generally valued by the Funds at market value. In the case of a credit default swap, however, in applying certain of the Funds’ investment policies and restrictions the Fund will value the credit default swap at its notional value or its full exposure value (i.e., the sum of the notional amount for the contract plus the market value), but may value the credit default swap at market value for purposes of applying certain of the Funds’ other investment policies and restrictions. For example, a Fund may value credit default swaps at full exposure value for purposes of the Fund’s credit quality guidelines because such value reflects the Fund’s actual economic exposure during the term of the credit default swap agreement. In this context, both the notional amount and the market value may be positive or negative depending on whether the Fund is selling or buying protection

54

through the credit default swap. The manner in which certain securities or other instruments are valued by the Funds for purposes of applying investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors.

The Funds interpret their policy with respect to concentration in a particular industry under Fundamental Investment Restriction 1, above, to apply to direct investments in the securities of issuers in a particular industry, as defined by the Trust. For purposes of this restriction, a foreign government is considered to be an industry. Currency positions are not considered to be an investment in a foreign government for industry concentration purposes. Mortgage-backed securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities are not subject to the Funds’ industry concentration restrictions, by virtue of the exclusion from that test available to all U.S. Government securities. Similarly, Municipal Bonds issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies and authorities are not subject to the Funds’ industry concentration restrictions. In the case of privately issued mortgage-related securities, or any asset-backed securities, the Trust takes the position that such securities do not represent interests in any particular “industry” or group of industries. With respect to investments in Underlying PIMCO Funds by the PIMCO All Asset Fund, PIMCO All Asset All Authority Fund, PIMCO Emerging Markets Full Spectrum Bond Fund, PIMCO Global Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and the PIMCO RealRetirement^® Funds, the Trust takes the position that investments in Underlying PIMCO Funds are not considered an investment in a particular industry, and portfolio securities held by an Underlying PIMCO Fund in which these Funds may invest are not considered to be securities purchased by these Funds for purposes of the Trust’s policy on concentration.

A Fund may invest in certain derivative instruments which, while representing a relatively small amount of the Fund’s net assets, provide a greater amount of economic exposure to a particular industry. To the extent that a Fund obtains economic exposure to a particular industry in this manner, it may be subject to similar risks of concentration in that industry as if it had invested in the securities of issuers in that industry directly.

For purposes of applying the Funds’ policy with respect to diversification under Fundamental Investment Restriction 2, above, traditional bond insurance on a security will not be treated as a separate security, and the insurer will not be treated as a separate issuer of the security. Therefore, the Funds’ policy with respect to diversification does not limit the percentage of a Fund’s assets that may be invested in securities insured by a single bond insurer.

The Funds interpret their policy with respect to the purchase and sale of commodities or commodities contracts under Fundamental Investment Restriction 4 above to permit the Funds, subject to each Fund’s investment objectives and general investment policies (as stated in the Prospectuses and elsewhere in this Statement of Additional Information), to invest in commodity futures contracts and options thereon, commodity-related swap agreements, hybrid instruments, and other commodity-related derivative instruments and to permit the PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy and PIMCO Inflation Response Multi-Asset Fund to make direct investments in commodities.

The Funds interpret their policies with respect to borrowing and lending to permit such activities as may be lawful for the Funds, to the full extent permitted by the 1940 Act or by exemption from the provisions therefrom pursuant to exemptive order of the SEC. Pursuant to an exemptive order issued by the SEC on November 19, 2001, the Funds may enter into transactions among themselves with respect to the investment of daily cash balances of the Funds in shares of the money market and/or short-term bond funds, as well as the use of daily excess cash balances of the money market and/or short-term bond funds in inter-fund lending transactions with the other Funds for temporary cash management purposes. The interest paid by a Fund in such an arrangement will be less than that otherwise payable for an overnight loan, and will be in excess of the overnight rate the money market and/or short-term bond funds could otherwise earn as lender in such a transaction.

Unless otherwise indicated, all limitations applicable to Fund investments (as stated above and elsewhere in this Statement of Additional Information or in the Prospectuses) apply only at the time of investment. Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, deemed to be of comparable quality), or change in the percentage of Fund assets invested in certain securities or other instruments, or change in the average duration of a Fund’s investment portfolio, resulting from market fluctuations or other changes in a Fund’s total assets will not require a Fund to dispose of an investment. In the event that ratings services assign different ratings to the same security, PIMCO will use the highest rating as the credit rating for that security. With respect to the PIMCO Government Money Market Fund, PIMCO Money Market Fund and PIMCO Treasury Money Market Fund, a First Tier Security (as defined in Rule 2a-7 under the 1940 Act) rated in the highest short-term category by three or more rating agencies at the time of purchase that subsequently receives a rating below the highest rating category from one of those rating agencies or a different rating agency may continue to be considered a First Tier Security.

From time to time, a Fund may voluntarily participate in actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements, etc.) where the issuer or counterparty offers securities or instruments to holders or counterparties, such as a Fund, and the acquisition is determined to be beneficial to Fund shareholders (“Voluntary Action”). Notwithstanding any percentage investment limitation listed under this “Investment Restrictions” section or any percentage investment limitation of the 1940 Act or rules thereunder, if a Fund has the opportunity to acquire a permitted security or instrument through a Voluntary Action, and the Fund

55

will exceed a percentage investment limitation following the acquisition, it will not constitute a violation if, prior to the receipt of the securities or instruments and after announcement of the offering, the Fund sells an offsetting amount of assets that are subject to the investment limitation in question at least equal to the value of the securities or instruments to be acquired.

Unless otherwise indicated, all percentage limitations on Fund investments (as stated throughout this Statement of Additional Information or in the Prospectuses) that are not (i) specifically included in this “Investment Restrictions” section or (ii) imposed by the 1940 Act, rules thereunder, the Internal Revenue Code or related regulations (the “Elective Investment Restrictions”), will apply only at the time of investment unless the acquisition is a Voluntary Action. In addition and notwithstanding the foregoing, for purposes of this policy, certain Non-Fundamental Investment Restrictions, as noted above, are also considered Elective Investment Restrictions. The percentage limitations and absolute prohibitions with respect to Elective Investment Restrictions are not applicable to a Fund’s acquisition of securities or instruments through a Voluntary Action.

Certain of the Funds have investment policies, limitations, or practices that are applicable “normally” or under “normal circumstances” or “normal market conditions” (as stated above and elsewhere in this Statement of Additional Information or in the Prospectuses). Pursuant to the discretion of PIMCO and a Fund’s sub-adviser, if any, these investment policies, limitations, or practices may not apply during periods of abnormal purchase or redemption activity or during periods of unusual or adverse market, economic, political or other conditions. Such market, economic or political conditions may include periods of abnormal or heightened market volatility, strained credit and/or liquidity conditions, or increased governmental intervention in the markets or industries. During such periods, a Fund may not invest according to its principal investment strategies or in the manner in which its name may suggest, and may be subject to different and/or heightened risks. It is possible that such unusual or adverse conditions may continue for extended periods of time.

MANAGEMENT OF THE TRUST

Trustees and Officers

The business of the Trust is managed under the direction of the Trust’s Board of Trustees. Subject to the provisions of the Trust’s Declaration of Trust, its By-Laws and Massachusetts law, the Board of Trustees (the “Board”) has all powers necessary and convenient to carry out this responsibility, including the election and removal of the Trust’s officers.

Leadership Structure and Risk Oversight Function

The Board is currently composed of seven Trustees, five of whom are not “interested persons” of the Trust (as that term is defined by Section 2(a)(19) of the 1940 Act) (“Independent Trustees”). The Trustees meet periodically throughout the year to discuss and consider matters concerning the Trust and to oversee the Trust’s activities, including its investment performance, compliance program and risks associated with its activities.

Brent R. Harris, a Managing Director and member of the Executive Committee of PIMCO, and therefore an “interested person” of the Trust, serves as Chairman of the Board. The Board has established three standing committees to facilitate the Trustees’ oversight of the management of the Trust: an Audit Committee, a Valuation Committee and a Governance Committee. The scope of each Committee’s responsibilities is discussed in greater detail below. The Board does not have a lead Independent Trustee; however, the Chairs of the Audit Committee and Governance Committee, each of whom is an Independent Trustee, act as liaisons between the Independent Trustees and the Trust’s management between Board Meetings and, with management, are involved in the preparation of agendas for Board and Committee meetings. The Board believes that, as Chairman, Mr. Harris provides skilled executive leadership to the Trust and performs an essential liaison function between the Trust and PIMCO, its investment adviser. The Board believes that its governance structure allows all of the Independent Trustees to participate in the full range of the Board’s oversight responsibilities. The Board reviews its structure regularly as part of its annual self-evaluation. The Board has determined that its leadership structure is appropriate in light of the characteristics and circumstances of the Trust because it allocates areas of responsibility among the Committees and the Board in a manner that enhances effective oversight. The Board considered, among other things, the role of PIMCO in the day-to-day management of the Trust’s affairs; the extent to which the work of the Board is conducted through the Committees; the number of portfolios that comprise the Trust and other trusts in the fund complex overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund, the Trust and the fund complex; and the management, distribution and other service arrangements of each Fund, the Trust and the fund complex.

In its oversight role, the Board has adopted, and periodically reviews, policies and procedures designed to address risks associated with the Trust’s activities. In addition, PIMCO and the Trust’s other service providers have adopted policies, processes and procedures to identify, assess and manage risks associated with the Trust’s activities. The Trust’s senior officers, including, but not limited to, the Chief Compliance Officer (“CCO”) and Treasurer, PIMCO portfolio management personnel and other senior personnel of PIMCO, the Trust’s independent registered public accounting firm (the “independent auditors”) and personnel from the Trust’s third-party service providers make periodic reports to the Board and its Committees with respect to a variety of matters, including matters relating to risk management.

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Qualifications of the Trustees

The charts below identify the Trustees and executive officers of the Trust. Unless otherwise indicated, the address of all persons below is 840 Newport Center Drive, Newport Beach, CA 92660.

Trustees of the Trust

Name, Year of Birth and Position Held with Trust*	Term of Office and Length of Time Served†	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee*	Other Public Company and Investment Company Directorships Held by Trustee During the Past 5 Years
Interested Trustees1
Brent R. Harris (1959) Chairman of the Board and Trustee	02/1992 to present	Managing Director and member of Executive Committee, PIMCO.	160	Chairman and Trustee, PIMCO Variable Insurance Trust; Chairman and Trustee, PIMCO ETF Trust; Chairman and Trustee, PIMCO Equity Series; Chairman and Trustee, PIMCO Equity Series VIT; Director, StocksPLUS® Management, Inc; and member of Board of Governors, Investment Company Institute. Board Member and Owner, Harris Holdings, LLC (1992-present); Formerly, Chairman and Director, PCM Fund, Inc.; Formerly Chairman and Director PIMCO Strategic Global Government Fund, Inc.
Douglas M. Hodge (1957) Trustee	02/2010 to present	Managing Director, Chief Operating Officer (since 7/09); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management.	154	Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust.
Independent Trustees
E. Philip Cannon (1940) Trustee	05/2000 to present	Private Investor. Formerly, President, Houston Zoo.	160	Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT. Formerly, Trustee, Allianz Funds (formerly, PIMCO Funds: Multi-Manager Series); Formerly, Director, PCM Fund, Inc.
Vern O. Curtis (1934) Trustee	04/1987 to 02/1993 and 02/1995 to present	Private Investor.	160	Trustee, PIMCO Variable Insurance Trust; Trustee, PIMCO ETF Trust; Trustee, PIMCO Equity Series; and Trustee, PIMCO Equity Series VIT; Formerly, Director, PCM Fund, Inc.

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Name, Year of Birth and Position Held with Trust*	Term of Office and Length of Time Served†	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee*	Other Public Company and Investment Company Directorships Held by Trustee During the Past 5 Years
J. Michael Hagan (1939) Trustee	05/2000 to present	Private Investor and Business Advisor (primarily to manufacturing companies).	154	Trustee, PIMCO Variable Insurance Trust; and Trustee, PIMCO ETF Trust Director. Formerly, Director, PCM Fund, Inc.
Ronald C. Parker (1951) Trustee	07/2009 to present	Adjunct Professor, Linfield College; Chairman of the Board, The Ford Family Foundation. Formerly President, Chief Executive Officer, Hampton Affiliates (forestry products).	154	Trustee, PIMCO Variable Insurance Trust; and Trustee, PIMCO ETF Trust
William J. Popejoy (1938) Trustee	07/1993 to 02/1995 and 08/1995 to present	Private Investor.	154	Trustee, PIMCO Variable Insurance Trust; and Trustee, PIMCO ETF Trust. Formerly, Director, PCM Fund, Inc.

⁽¹⁾  Mr. Harris and Mr. Hodge are “interested persons” of the Trust (as that term is defined in the 1940 Act) because of their affiliations with PIMCO.

^(†)  Trustees serve until their successors are duly elected and qualified.

^(*)  The information for the individuals listed is as of December 31, 2011.

The Board has determined that each of the Trustees is qualified to serve as a Trustee of the Trust, based on a review of the experience, qualifications, attributes and skills of each Trustee, including those listed in the table above. With the exception of Messrs. Hodge and Parker, each Trustee has significant experience as a Trustee of the Trust and has served for several years as a Trustee for other funds in the same fund complex as the Trust. The Board has taken into account each Trustee’s commitment to the Board and participation in Board and committee meetings throughout his tenure on the Board. The following is a summary of qualifications, experiences and skills of each Trustee (in addition to the principal occupation(s) during the past five years noted in the table above) that support the conclusion that each individual is qualified to serve as a Trustee:

Mr. Harris’s position as a Managing Director of PIMCO and a Member of its Executive Committee give him valuable experience with the day-to-day management of the operation of the Trust as well as other funds within the fund complex, enabling him to provide essential management input to the Board.

Mr. Hodge’s position as Chief Operating Officer and a Managing Director of PIMCO, as well as a Member of the Global Executive Committee of Allianz Asset Management of America L.P. (“Allianz Asset Management”) give him valuable financial and operational experience with the day-to-day management of the Trust and PIMCO, its adviser, which enable him to provide essential management input to the Board.

Mr. Cannon has experience as the proprietor of a private equity investment firm and as president of a nonprofit entity. His qualifications also include past participation on the board of PIMCO Funds Multi-Manager Series (now known as Allianz Funds). Mr. Cannon also has prior experience as a board member of a public company.

Mr. Curtis has experience in the areas of financial reporting and accounting, including prior experience as President and Chief Executive Officer of a New York Stock Exchange listed company and as a board member and audit committee chair of several REITs. He also served as Dean of the School of Economics and Business at Chapman University.

Mr. Hagan has experience in the areas of financial reporting and accounting, including past experience as Chairman and CEO of a New York Stock Exchange listed company. He also has experience as a board member and audit committee chairman of a public company.

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Mr. Parker has prior financial, operations and management experience as the President and Chief Executive Officer of a privately held company. He also has investment experience as the Chairman of a family foundation.

Mr. Popejoy has prior management experience as the director of a government agency and as the Chief Executive Officer of Orange County, California. He also has experience as a board member of public companies.

Executive Officers

Name, Year of Birth and Position Held with Trust*	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Brent R. Harris (1959) President	03/2009 to present	Managing Director and member of Executive Committee, PIMCO.
David C. Flattum (1964) Chief Legal Officer	11/2006 to present	Managing Director and General Counsel, PIMCO. Formerly, Managing Director, Chief Operating Officer and General Counsel, Allianz Asset Management of America L.P. and Partner at Latham & Watkins LLP.
Jennifer E. Durham** (1970) Chief Compliance Officer	07/2004 to present	Managing Director, PIMCO.
William H. Gross (1944) Senior Vice President	04/1987 to present	Managing Director and Co-Chief Investment Officer, PIMCO.
Mohamed El-Erian (1958) Senior Vice President	05/2008 to present	Managing Director, Co-Chief Investment Officer and Chief Executive Officer, PIMCO. Formerly, President and CEO of Harvard Management Company.
Douglas M. Hodge (1957) Senior Vice President	05/2010 to present	Managing Director; Chief Operating Officer (since 7/09); Member of Executive Committee and Head of PIMCO’s Asia Pacific region. Member Global Executive Committee, Allianz Asset Management.
Kevin M. Broadwater (1964) Vice President — Senior Counsel	05/2012 to present	Executive Vice President and Attorney, PIMCO.
J. Stephen King, Jr. (1962) Vice President — Senior Counsel, Secretary	05/2005 to present (since 10/2007 as Secretary)	Senior Vice President and Attorney, PIMCO. Formerly, Associate, Dechert LLP.
Ryan G. Leshaw (1980) Assistant Secretary	05/2012 to present	Vice President and Attorney, PIMCO. Formerly, Associate, Willkie Farr & Gallagher LLP.
Peter G. Strelow** (1970) Vice President	05/2008 to present	Managing Director, PIMCO.
Henrik P. Larsen (1970) Vice President	02/1999 to present	Senior Vice President, PIMCO.
Eric D. Johnson (1970) Vice President	05/2011 to present	Senior Vice President, PIMCO.
Greggory S. Wolf (1970) Vice President	05/2011 to present	Senior Vice President, PIMCO.

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Name, Year of Birth and Position Held with Trust*	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
John P. Hardaway (1957) Treasurer	08/1990 to present	Executive Vice President, PIMCO.
Stacie D. Anctil (1969) Assistant Treasurer	11/2003 to present	Senior Vice President, PIMCO.
Erik C. Brown (1967) Assistant Treasurer	02/2001 to present	Senior Vice President, PIMCO.
Trent W. Walker (1974) Assistant Treasurer	05/2007 to present	Senior Vice President, PIMCO.

* The information for the individuals listed is as of December 31, 2011.

** Ms. Durham and Mr. Strelow were promoted to Managing Directors effective January 2012.

Securities Ownership

Listed below for each Trustee is a dollar range of securities beneficially owned in the Funds together with the aggregate dollar range of equity securities in all registered investment companies overseen by the Trustee that are in the same family of investment companies as the Trust, as of December 31, 2011.

Name of Trustee	Name of Fund	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies
Interested Trustees
Brent R. Harris	PIMCO All Asset Fund	Over $100,000	Over $100,000
	PIMCO All Asset All Authority Fund	Over $100,000
	PIMCO CommodityRealReturn Strategy Fund®	$10,001 - $50,000
	PIMCO Emerging Markets Bond Fund	$50,001 - $100,000
	PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	Over $100,000
	PIMCO Fundamental Advantage Total Return Strategy Fund	Over $100,000
	PIMCO GNMA Fund	Over $100,000
	PIMCO Government Money Market Fund	Over $100,000
	PIMCO High Yield Fund	$1 - $10,000
	PIMCO Low Duration Fund	Over $100,000
	PIMCO Money Market Fund	Over $100,000

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Name of Trustee	Name of Fund	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies
	PIMCO Real Return Fund	Over $100,000
	PIMCO RealEstateRealReturn Strategy Fund	Over $100,000
	PIMCO RealRetirement® 2040 Fund	Over $100,000
	PIMCO StocksPLUS® TR Short Strategy Fund	Over $100,000
	PIMCO Total Return Fund	Over $100,000
	PIMCO EqS Pathfinder Fund™	Over $100,000
Douglas M. Hodge			Over $100,000
	PIMCO All Asset Fund	Over $100,000
	PIMCO All Asset All Authority Fund	Over $100,000
	PIMCO CommodityRealReturn Strategy Fund®	$10,001 - $50,000
	PIMCO Emerging Markets Bond Fund	$50,001 - $100,000
	PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	Over $100,000
	PIMCO Fundamental Advantage Total Return Strategy Fund	Over $100,000
	PIMCO GNMA Fund	Over $100,000
	PIMCO Government Money Market Fund	Over $100,000
	PIMCO High Yield Fund	$1 - $10,000
	PIMCO Low Duration Fund	Over $100,000
	PIMCO Money Market Fund	Over $100,000
Independent Trustees
E. Philip Cannon	PIMCO All Asset All Authority Fund	Over $100,000	Over $100,000
	PIMCO Emerging Local Bond Fund	Over $100,000

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Name of Trustee	Name of Fund	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies
	PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	Over $100,000
	PIMCO RealRetirement® 2020 Fund	Over $100,000
	PIMCO StocksPLUS® TR Short Strategy Fund	$50,001 - $100,000
	PIMCO Total Return Fund	Over $100,000
	PIMCO EqS Pathfinder Fund™	Over $100,000
Vern O. Curtis	PIMCO Global Advantage® Strategy Bond Fund	Over $100,000	Over $100,000
	PIMCO EqS Pathfinder Fund™	Over $100,000
	PIMCO Short-Term Fund	$50,001 - $100,000
	PIMCO Real Return Fund	Over $100,000
	PIMCO Total Return Fund	Over $100,000
J. Michael Hagan	PIMCO All Asset All Authority Fund	Over $100,000	Over $100,000
	PIMCO Global-Multi-Asset Fund	$50,001 - $100,000
	PIMCO High Yield Fund	$50,001 - $100,000
	PIMCO Total Return Fund	$50,001 - $100,000
	PIMCO EM Fundamental IndexPLUS® TR Strategy Fund	$10,001-$50,000
Ronald C. Parker	PIMCO All Asset All Authority Fund	Over $100,000	Over $100,000
	PIMCO Global-Multi-Asset Fund	Over $100,000
	PIMCO Total Return Fund	Over $100,000
William J. Popejoy	PIMCO Short Duration Municipal Income Fund	Over $100,000	Over $100,000

The table below sets forth, to the best of the Trust’s knowledge, the approximate percentage of applicable classes of Funds owned by the Trust’s Officers and Trustees, as a group, as of July 16, 2012.

Fund	Class	Percent
PIMCO CommoditiesPLUS® Short Strategy Fund	Institutional	1.86%
PIMCO Money Market Fund	Institutional	10.26%
PIMCO RealRetirement® 2040 Fund	Institutional	4.61%

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To the best of the Trust’s knowledge, as of July 16, 2012, the Trustees and Officers of the Trust, as a group, owned less than 1% of the shares of each class of each Fund not listed in the above table.

Trustee Ownership of the Investment Adviser and Principal Underwriter, and Their Control Persons

No independent Trustee (or his immediate family members) had any direct or indirect interest, the value of which exceeds $120,000, in the investment adviser, the principal underwriter of the Trust, or any entity controlling, controlled by or under common control with the investment adviser or the principal underwriter of the Trust (not including registered investment companies). Set forth in the table below is information regarding each independent Trustee’s (and his immediate family members’) share ownership in securities of the investment adviser of the Trust, the principal underwriter of the Trust, and any entity controlling, controlled by or under common control with the investment adviser or principal underwriter of the Trust (not including registered investment companies), as of December 31, 2011.

Name of Independent             Trustee	Name of Owners and Relationships to Trustee	Company	Title of Class	Value of Securities	Percent of Class
E. Philip Cannon	None	None	None	None	None
Vern O. Curtis	None	None	None	None	None
J. Michael Hagan	None	None	None	None	None
Ronald C. Parker	None	None	None	None	None
William J. Popejoy	None	None	None	None	None

No independent Trustee or immediate family member has during the two most recently completed calendar years had any securities interest in the principal underwriter of the Trust or the investment adviser or their affiliates (other than the Trust). No independent Trustee or immediate family member has during the two most recently completed calendar years had any material interest, direct or indirect, in any transaction or series of similar transactions, in which the amount involved exceeds $120,000, with:

• the Funds;

• an officer of the Funds;

• an investment company, or person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser or principal underwriter as the Funds or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with the investment adviser or principal underwriter of the Funds;

• an officer or an investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser or principal underwriter as the Funds or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with the investment adviser or principal underwriter of the Funds;

• the investment adviser or principal underwriter of the Funds;

• an officer of the investment adviser or principal underwriter of the Funds;

• a person directly or indirectly controlling, controlled by, or under common control with the investment adviser or principal underwriter of the Funds; or

• an officer of a person directly or indirectly controlling, controlled by, or under common control with the investment adviser or principal underwriter of the Funds.

With respect to the persons listed in the bullet points above, no independent Trustee or immediate family member has during the two most recently completed calendar years had any direct or indirect relationship, the value of which exceeds $120,000, wherein the relationship included:

1. Payments for property or services to or from any such person;

2. Provision of legal services to any such person;

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3. Provision of investment banking services to any such person; and

4. Any consulting or other relationship that is substantially similar in nature and scope to the relationships listed in (i) through (iii) above.

Standing Committees

The Trust has a standing Audit Committee that consists of all of the independent Trustees (Messrs. Cannon, Curtis, Hagan (Chair), Parker and Popejoy). The Audit Committee’s responsibilities include, but are not limited to, (i) assisting the Board’s oversight of the integrity of the Trust’s financial statements, the Trust’s compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent auditors, and the performance of such firm; (ii) overseeing the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) overseeing the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and (iv) acting a liaison between the Trust’s independent auditors and the full Board. The Audit Committee also reviews both the audit and non-audit work of the Trust’s independent auditors, submits a recommendation to the Board of Trustees as to the selection of an independent auditor, and reviews generally the maintenance of the Trust’s records and the safekeeping arrangement of the Trust’s custodian. During the fiscal year ended March 31, 2012, there were 4 meetings of the Audit Committee.

The Board of Trustees has formed a Valuation Committee whose function is to monitor the valuation of portfolio securities and other investments and, as required by the Trust’s valuation policies, when the Board of Trustees is not in session it shall determine the fair value of portfolio holdings after consideration of all relevant factors, which determinations shall be reported to the full Board of Trustees. The Valuation Committee currently consists of Messrs. Harris, Hodge, Hardaway, and Brown and Ms. Anctil. However, the members of this committee may be changed by the Board of Trustees from time to time. During the fiscal year ended March 31, 2012, there were 12 meetings of the Valuation Committee.

The Trust also has a Governance Committee, which is composed of all of the Trustees and which is responsible for the selection and nomination of candidates to serve as Trustees of the Trust. Only members of the Committee that are Independent Trustees (Messrs. Cannon, Curtis, Hagan, Parker and Popejoy (Chair)) vote on the nomination of Independent Trustee candidates.

The Governance Committee has a policy in place for considering trustee candidates recommended by shareholders. The Governance Committee may consider potential trustee candidates recommended by shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Trust for its Trustees and (ii) are not “interested persons” of the Trust or the investment adviser within the meaning of the 1940 Act.

Any shareholder (a “Nominating Shareholder”) submitting a proposed trustee candidate must continuously own as of record, or beneficially through a financial intermediary, shares of the Trust having a net asset value of not less than $25,000 during the two-year period prior to submitting the proposed trustee candidate. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the special meeting of shareholders to elect trustees.

All trustee candidate submissions by Nominating Shareholders must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund’s proxy statement for the next special meeting of shareholders of the Fund.

Nominating Shareholders must substantiate compliance with these requirements at the time of submitting their proposed trustee nominee to the attention of the Trust’s Secretary. Notice to the Trust’s Secretary should be provided in accordance with the deadline specified above and include, (i) the Nominating Shareholder’s contact information; (ii) the number of Fund shares which are owned of record and beneficially by the Nominating Shareholder and the length of time which such shares have been so owned by the Nominating Shareholder; (iii) a description of all arrangements and understandings between the Nominating Shareholder and any other person or persons (naming such person or persons) pursuant to which the submission is being made and a description of the relationship, if any, between the Nominating Shareholder and the trustee candidate; (iv) the trustee candidate’s contact information, age, date of birth and the number of Fund shares owned by the trustee candidate; (v) all information regarding the trustee candidate’s qualifications for service on the Board of Trustees as well as any information regarding the trustee candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”) had the trustee candidate been nominated by the Board; (vi) whether the Nominating Shareholder believes the trustee candidate would or would not be an “interested person” of the Fund, as defined in the 1940 Act and a description of the basis for such belief; and (vii) a notarized letter executed by the trustee candidate, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if nominated by the Board of Trustees, and to be named as a trustee if so elected.

During the fiscal year ended March 31, 2012, there were 2 meetings of the Governance Committee.

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Compensation Table

The following table sets forth information regarding compensation received by the Trustees for the fiscal year ended March 31, 2012.

Name and Position	Aggregate Compensation from Trust1,2		Pension or Retirement Benefits Accrued As Part of Funds Expenses		Total Compensation from Trust and Fund Complex Paid to Trustees3
E. Philip Cannon, Trustee		$  181,500		N/A		$	381,375
Vern O. Curtis, Trustee		181,500		N/A			391,875
J. Michael Hagan, Trustee		192,000		N/A			297,250
Ronald C. Parker, Trustee		181,500		N/A			279,250
William J. Popejoy, Trustee		183,000		N/A			280,250

⁽¹⁾  For their services to PIMCO Funds, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $135,000, plus $10,500 for each Board of Trustees meeting attended in person, $750 ($1,500 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $1,500 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $15,000 and each other committee chair receives an additional annual retainer of $1,500.

⁽²⁾  The amounts shown in this column represent the aggregate compensation before deferral with respect to the Trust’s fiscal year ended March 31, 2012. The amounts shown for Mr. Cannon represent aggregate compensation from the Trust before the distribution of accrued cumulative deferred compensation (including interest) in the amount of $605,582 in January 2012.

⁽³⁾  During the one-year period ending March 31, 2012, each Trustee also served as a Trustee of PIMCO Variable Insurance Trust, a registered open-end management investment company, and as a Trustee of PIMCO ETF Trust, a registered open-end management investment company.

For their services to PIMCO Variable Insurance Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $30,000, plus $3,500 for each Board of Trustees meeting attended in person, $500 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $4,000 and each other committee chair receives an additional annual retainer of $500.

For their services to PIMCO ETF Trust, each Trustee, other than those affiliated with PIMCO or its affiliates, receives an annual retainer of $30,000, plus $3,500 for each Board of Trustees meeting attended in person, $750 for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $4,000 and each other committee chair receives an additional annual retainer of $500.

For their services to PIMCO Equity Series, Messrs. Cannon and Curtis receive an annual retainer of $60,000, plus $4,750 for each Board of Trustees meeting attended in person, $375 ($750 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $750 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $7,500 and each other committee chair received an additional annual retainer of $750.

For their services to PIMCO Equity Series VIT, Messrs. Cannon and Curtis receive an annual retainer of $10,000, plus $1,500 for each Board of Trustees meeting attended in person, $250 ($375 in the case of the audit committee chair with respect to audit committee meetings) for each committee meeting attended and $375 for each Board of Trustees meeting attended telephonically, plus reimbursement of related expenses. In addition, the audit committee chair receives an additional annual retainer of $2,000 and each other committee chair received an additional annual retainer of $250.

Investment Adviser

PIMCO, a Delaware limited liability company, serves as investment adviser to the Funds pursuant to an investment advisory contract (“Advisory Contract”) between PIMCO and the Trust. PIMCO also serves as investment adviser to the Subsidiaries. PIMCO is located at 840 Newport Center Drive, Newport Beach, California 92660. PIMCO had approximately $1.8 trillion of assets under management as of June 30, 2012.

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PIMCO is a majority owned subsidiary of Allianz Asset Management with a minority interest held by PIMCO Partners, LLC, a California limited liability company. Prior to December 31, 2011, Allianz Asset Management was named Allianz Global Investors of America L.P. PIMCO Partners, LLC is owned by the current managing directors and executive management of PIMCO. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE.

PIMCO has engaged Research Affiliates, LLC (“Research Affiliates”), a California limited liability company, to serve as asset allocation sub-adviser to the PIMCO All Asset Fund and PIMCO All Asset All Authority Fund pursuant to separate asset allocation sub-advisory agreements (“Asset Allocation Sub-Advisory Agreements”), as sub-adviser to the PIMCO Fundamental Advantage Total Return Strategy and PIMCO Fundamental IndexPLUS^®TR Funds pursuant to a sub-advisory agreement (“RAFI^® Sub-Advisory Agreement”), as sub-adviser to the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund pursuant to a separate sub-advisory agreement (“EM Sub-Advisory Agreement”), as sub-adviser to the PIMCO International Fundamental IndexPLUS^® TR Strategy and PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Funds pursuant to a separate sub-advisory agreement (“IF/SCF Sub-Advisory Agreement”), and as sub-adviser to the PIMCO Worldwide Fundamental Advantage TR Strategy Fund pursuant to a separate sub-advisory agreement (“WFA Sub-Advisory Agreement”). Research Affiliates was organized in March 2002 and is located at 620 Newport Center Drive, Suite 900, Newport Beach, California, 92660.

Allianz SE is a European based, multinational insurance and financial services holding company and a publicly traded German company. As of December 31, 2011, the Allianz Group (including PIMCO) had third-party assets under management of €1.164 trillion.

The general partner of Allianz Asset Management has substantially delegated its management and control of Allianz Asset Management to a Management Board. The Management Board of Allianz Asset Management is comprised of John C. Maney.

There are currently no significant institutional shareholders of Allianz SE. As of January 31, 2012, Allianz SE owned approximately 5.2% of The Hartford Financial Services Group, Inc. (“Hartford”). Certain broker-dealers that might be controlled by, or affiliated with, Hartford may be considered to be affiliated persons of PIMCO and/or the Distributor. (Broker-dealer affiliates of such significant institutional shareholders, if any, are sometimes referred to herein as “Affiliated Brokers”). Absent an SEC exemption or other regulatory relief, the Funds generally are precluded from effecting principal transactions with the Affiliated Brokers, and the Funds’ ability to purchase securities being underwritten by an Affiliated Broker or a syndicate including an Affiliated Broker is subject to restrictions. Similarly, the Funds’ ability to utilize the Affiliated Brokers for agency transactions is subject to the restrictions of Rule 17e-1 under the 1940 Act. PIMCO does not believe that the restrictions on transactions with the Affiliated Brokers described above will materially adversely affect its ability to provide services to the Funds, the Funds’ ability to take advantage of market opportunities, or the Funds’ overall performance.

Advisory Agreements

The Funds pay for the advisory and supervisory and administrative services they require under what is essentially an all-in fee structure.

PIMCO is responsible for making investment decisions and placing orders for the purchase and sale of the Trust’s investments directly with the issuers or with brokers or dealers selected by it in its discretion. See “Portfolio Transactions and Brokerage,” below. PIMCO also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on the investment performance of each Fund.

Under the terms of the Advisory Contract, PIMCO is obligated to manage the Funds in accordance with applicable laws and regulations. The investment advisory services of PIMCO to the Trust are not exclusive under the terms of the Advisory Contract. PIMCO is free to, and does, render investment advisory services to others.

Following the expiration of the two year period commencing with the effectiveness of the Advisory Contract, it will continue in effect on a yearly basis provided such continuance is approved annually: (i) by the holders of a majority of the outstanding voting securities of the Trust or by the Board of Trustees; and (ii) by a majority of the independent Trustees. The Advisory Contract may be terminated without penalty by vote of the Trustees or the shareholders of the Trust, or by PIMCO, on 60 days’ written notice by either party to the contract and will terminate automatically if assigned.

As discussed in “Investment Objectives and Policies” above, the PIMCO CommoditiesPLUS^® Strategy Fund may pursue its investment objective by investing in the CPS Subsidiary, the PIMCO CommoditiesPLUS^® Short Strategy Fund may pursue its investment objective by investing in the CPSS Subsidiary, the PIMCO CommodityRealReturn Strategy Fund^® may pursue its investment objective by investing in the CRRS Subsidiary, the PIMCO Global Multi-Asset Fund may pursue its investment objective by investing in the GMA Subsidiary and the PIMCO Inflation Response Multi-Asset Fund may pursue its investment objective by

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investing in the IRMA Subsidiary. The Subsidiaries have each entered into a separate contract with PIMCO whereby PIMCO provides investment advisory and other services to the Subsidiaries (the “Subsidiary Advisory Contracts”). In consideration of these services, each Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively. PIMCO has contractually agreed to waive the advisory fee and the supervisory and administrative fee it receives from the PIMCO CommoditiesPLUS^® Strategy Fund in an amount equal to the management fee and administrative services fee, respectively, paid to PIMCO by the CPS Subsidiary. This waiver may not be terminated by PIMCO, and will remain in effect for as long as PIMCO’s contract with the CPS Subsidiary is in place. PIMCO has contractually agreed to waive the advisory fee and the supervisory and administrative fee it receives from the PIMCO CommoditiesPLUS^® Short Strategy Fund in an amount equal to the management fee and administrative services fee, respectively, paid to PIMCO by the CPSS Subsidiary. This waiver may not be terminated by PIMCO, and will remain in effect for as long as PIMCO’s contract with the CPSS Subsidiary is in place. PIMCO has contractually agreed to waive the advisory fee and the supervisory and administrative fee it receives from the PIMCO CommodityRealReturn Strategy Fund^® in an amount equal to the management fee and administrative services fee, respectively, paid to PIMCO by the CRRS Subsidiary. This waiver may not be terminated by PIMCO, and will remain in effect for as long as PIMCO’s contract with the CRRS Subsidiary is in place. PIMCO has contractually agreed to waive the advisory fee and the supervisory and administrative fee it receives from the PIMCO Global Multi-Asset Fund in an amount equal to the management fee and administrative services fee, respectively, paid to PIMCO by the GMA Subsidiary. This waiver may not be terminated by PIMCO, and will remain in effect for as long as PIMCO’s contract with the GMA Subsidiary is in place. This waiver may not be terminated by PIMCO, and will remain in effect for as long as PIMCO’s contract with the IRMA Subsidiary is in place. PIMCO has contractually agreed to waive the advisory fee and the supervisory and administrative fee it receives from the PIMCO Inflation Response Multi-Asset Fund in an amount equal to the management fee and administrative services fee, respectively, paid to PIMCO by the IRMA Subsidiary.

The Subsidiary Advisory Contracts will continue in effect until terminated. The Subsidiary Advisory Contracts are each terminable by either party thereto, without penalty, on 60 days’ prior written notice, and shall terminate automatically in the event: (i) it is “assigned” by PIMCO (as defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”)); or (ii) the Advisory Contract between the Trust, acting for and on behalf of the PIMCO CommoditiesPLUS^® Strategy Fund, PIMCO CommoditiesPLUS^® Short Strategy Fund, PIMCO CommodityRealReturn Strategy Fund^®, PIMCO Global Multi-Asset Fund and/or PIMCO Inflation Response Multi-Asset Fund, as applicable, and PIMCO is terminated.

PIMCO employs Research Affiliates to provide asset allocation services to the PIMCO All Asset Fund and PIMCO All Asset All Authority Fund pursuant to separate Asset Allocation Sub-Advisory Agreements. Under each Asset Allocation Sub-Advisory Agreement, Research Affiliates is responsible for recommending how the assets of the Funds are allocated and reallocated from time to time among the Underlying PIMCO Funds. The Funds indirectly pay a proportionate share of the advisory fees paid to PIMCO by the Underlying PIMCO Funds in which the Funds invest. Research Affiliates is not compensated directly by the PIMCO All Asset Fund or PIMCO All Asset All Authority Fund, but is paid by PIMCO. Under the terms of each Asset Allocation Sub-Advisory Agreement, Research Affiliates is obligated to sub-advise the PIMCO All Asset and PIMCO All Asset All Authority Funds in accordance with applicable laws and regulations.

Each Asset Allocation Sub-Advisory Agreement will continue in effect with respect to the PIMCO All Asset Fund and the PIMCO All Asset All Authority Funds, respectively, for two years from its respective effective date, and thereafter on a yearly basis provided such continuance is approved annually: (i) by the holders of a majority of the outstanding voting securities of the Trust or by the Board of Trustees; and (ii) by a majority of the independent Trustees. Each Asset Allocation Sub-Advisory Agreement may be terminated without penalty by vote of the Trustees or its shareholders, or by PIMCO, on 60 days’ written notice by either party to the contract and will terminate automatically if assigned. If Research Affiliates ceases to serve as sub-adviser of the Funds, PIMCO will either assume full responsibility therefor, or retain a new asset allocation sub-adviser, subject to the approval of the Board of Trustees and, if required, the Fund’s shareholders.

PIMCO also employs Research Affiliates to provide sub-advisory services to the PIMCO Fundamental Advantage Total Return Strategy Fund, PIMCO Fundamental IndexPLUS^® Fund and PIMCO Fundamental IndexPLUS® TR Fund pursuant to the RAFI^® Sub-Advisory Agreement. Under the RAFI^® Sub-Advisory Agreement, Research Affiliates is responsible for providing, subject to the supervision of PIMCO, investment advisory services in connection with the Funds’ use of Enhanced RAFI^®1000 derivatives. More specifically, Research Affiliates will provide to the Funds’ swap counterparties model portfolios of Enhanced RAFI^®1000 securities so that the counterparties can provide total return swaps based on Enhanced RAFI^®1000 to the Funds. Research Affiliates is not compensated directly by the Funds, but is paid by PIMCO. If any investment company that is sponsored by PIMCO and sub-advised by Research Affiliates, including, without limitation, the PIMCO Funds of Funds (each a “PIMCO Sponsored Fund”), invests in either the PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® or PIMCO Fundamental IndexPLUS^® TR Funds, Research Affiliates will waive any fee to which it would be entitled under the RAFI^® Sub-Advisory Agreement with respect to any assets of the PIMCO Sponsored Fund invested in such Fund.

PIMCO also employs Research Affiliates to provide sub-advisory services to the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund pursuant to the EM Sub-Advisory Agreement. Under the EM Sub-Advisory Agreement, Research Affiliates is responsible for providing, subject to the supervision of PIMCO, investment advisory services in connection with the Fund’s use of Enhanced RAFI®

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Emerging Markets Fundamental Index® derivatives. More specifically, Research Affiliates will provide to the Fund’s swap counterparties model portfolios of Enhanced RAFI® Emerging Markets securities so that the counterparties can provide total return swaps based on the Enhanced RAFI^® Emerging Markets Fundamental Index® to the Fund. Research Affiliates is not compensated directly by the Fund, but is paid by PIMCO. If any of the PIMCO Sponsored Funds invests in the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, Research Affiliates will waive any fee to which it would be entitled under the EM Sub-Advisory Agreement with respect to any assets of the PIMCO Sponsored Fund invested in such Fund.

PIMCO also employs Research Affiliates to provide sub-advisory services to the PIMCO International Fundamental IndexPLUS^® TR Strategy and PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Funds pursuant to the IF/SCF Sub-Advisory Agreement. Under the IF/SCF Sub-Advisory Agreement, Research Affiliates is responsible for providing, subject to the supervision of PIMCO, investment advisory services in connection with the Funds’ use of Enhanced RAFI^® Developed ex-U.S. Fundamental Index derivatives and Enhanced RAFI^® Small Company Fundamental Index derivatives. More specifically, Research Affiliates will provide to the PIMCO International Fundamental IndexPLUS^® TR Strategy Fund’s swap counterparties model portfolios reflecting the composition of the Enhanced RAFI^® Developed ex-U.S. Fundamental Index, and provide to the PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund’s swap counterparties model portfolios reflecting the composition of the Enhanced RAFI^® Small Company Fundamental Index, so that the counterparties can provide total return swaps based on those indexes to the Funds. Research Affiliates is not compensated directly by the Funds, but is paid by PIMCO. If any of the PIMCO Sponsored Funds invests in the PIMCO International Fundamental IndexPLUS^® TR Strategy Fund or the PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund, Research Affiliates will waive any fee to which it would be entitled under the IF/SCF Sub-Advisory Agreement with respect to any assets of the PIMCO Sponsored Fund invested in such Fund.

PIMCO also employs Research Affiliates to provide sub-advisory services to the PIMCO Worldwide Fundamental Advantage TR Strategy Fund pursuant to the WFA Sub-Advisory Agreement. Under the WFA Sub-Advisory Agreement, Research Affiliates is responsible for providing, subject to the supervision of PIMCO, investment advisory services in connection with the Fund’s use of RAFI^® Country Neutral L/S Global Index derivatives. More specifically, Research Affiliates will provide to the PIMCO Worldwide Fundamental Advantage TR Strategy Fund’s swap counterparties model portfolios reflecting the composition of the RAFI^® Country Neutral L/S Global Index, so that the counterparties can provide total return swaps based on those indexes to the Fund. Research Affiliates is not compensated directly by the Fund, but is paid by PIMCO. If any of the PIMCO Sponsored Funds invests in the PIMCO Worldwide Fundamental Advantage TR Strategy Fund, Research Affiliates will waive any fee to which it would be entitled under the WFA Sub-Advisory Agreement with respect to any assets of the PIMCO Sponsored Fund invested in such Fund.

Under the terms of the RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement, IF/SCF Sub-Advisory Agreement and WFA Sub-Advisory Agreement, Research Affiliates is obligated to provide advice to the PIMCO EM Fundamental IndexPLUS^® TR Strategy, PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy and PIMCO Worldwide Fundamental Advantage TR Strategy Funds, as applicable, in accordance with applicable laws and regulations. The RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement, IF/SCF Sub-Advisory Agreement and WFA Sub-Advisory Agreement will continue in effect with respect to the PIMCO EM Fundamental IndexPLUS^® TR Strategy, PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy and PIMCO Worldwide Fundamental Advantage TR Strategy Funds, as applicable, for two years from its respective effective date, and thereafter on a yearly basis provided such continuance is approved annually with respect to each such Fund: (i) by the holders of a majority of the outstanding voting securities of the Trust or by the Board of Trustees; and (ii) by a majority of the independent Trustees. The RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement, IF/SCF Sub-Advisory Agreement and WFA Sub-Advisory Agreement may be terminated, without penalty, with respect to the applicable Fund by: (i) a vote of the majority of such Fund’s outstanding voting securities; (ii) a vote of a majority of the Board of Trustees upon 60 days’ written notice; (iii) PIMCO upon 60 days’ written notice; or (iv) Research Affiliates upon 60 days’ written notice. The RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement, IF/SCF Sub-Advisory Agreement and WFA Sub-Advisory Agreement will each terminate automatically in the event of its assignment.

In rendering investment advisory services to the Trust, PIMCO may use the resources of one or more foreign (non-U.S.) affiliates that are not registered under the Advisers Act (the “PIMCO Overseas Affiliates”) to provide portfolio management, research and trading services to the Trust. Under the Memorandums of Understanding (“MOUs”), each of the PIMCO Overseas Affiliates are Participating Affiliates of PIMCO as that term is used in relief granted by the staff of the SEC allowing U.S. registered advisers to use investment advisory and trading resources of unregistered advisory affiliates subject to the regulatory supervision of the registered adviser. Each Participating Affiliate and any of their respective employees who provide services to the Trust are considered under the MOUs to be “associated persons” of PIMCO as that term is defined in the Advisers Act for purposes of PIMCO’s required supervision.

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Advisory Fee Rates

Each Fund either currently pays, or will pay, a monthly investment advisory fee at an annual rate based on average daily net assets of the Funds as follows:

Fund	Advisory Fee Rate
PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds	0.12%
PIMCO All Asset Fund	0.175%
PIMCO California Short Duration Municipal Income and PIMCO Short Duration Municipal Income Funds	0.18%
PIMCO Real Income 2019® and PIMCO Real Income 2029 Funds®	0.19%
PIMCO All Asset All Authority and PIMCO Municipal Bond Funds	0.20%
PIMCO California Intermediate Municipal Bond, PIMCO Long-Term U.S. Government and PIMCO New York Municipal Bond Funds	0.225%
PIMCO Floating Income, PIMCO High Yield Municipal Bond, PIMCO High Yield Spectrum, PIMCO Long-Term Credit and PIMCO Real Return Asset Funds	0.30%
PIMCO StocksPLUS® Long Duration and PIMCO Mortgage Opportunities Funds	0.35%
PIMCO International StocksPLUS® TR Strategy (Unhedged), PIMCO StocksPLUS® Total Return and PIMCO StocksPLUS® TR Short Strategy* Funds	0.39%
PIMCO Convertible, PIMCO Global Advantage® Strategy Bond and PIMCO Unconstrained Tax Managed Bond Funds	0.40%
PIMCO Small Cap StocksPLUS® TR Fund	0.44%
PIMCO Diversified Income, PIMCO Emerging Local Bond, PIMCO Emerging Markets Bond, PIMCO Emerging Markets Currency and PIMCO International StocksPLUS® TR Strategy (U.S. Dollar-Hedged) Funds	0.45%
PIMCO CommoditiesPLUS® Strategy, PIMCO CommodityRealReturn Strategy and PIMCO RealEstateRealReturn Strategy Funds	0.49%
PIMCO Senior Floating Rate Fund	0.50%
PIMCO CommoditiesPLUS® Short Strategy and PIMCO Fundamental IndexPLUS® TR Funds	0.54%
PIMCO International Fundamental IndexPLUS® TR Strategy Fund and PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund	0.59%
PIMCO Unconstrained Bond Fund and PIMCO Credit Absolute Return Fund	0.60%
PIMCO Fundamental Advantage Total Return Strategy Fund	0.64%
PIMCO Inflation Response Multi-Asset Fund	0.65%
PIMCO RealRetirement® Income and Distribution, PIMCO RealRetirement® 2015, PIMCO RealRetirement® 2020 and RealRetirement® 2025 Funds	0.70%**
PIMCO RealRetirement® 2030 and PIMCO RealRetirement® 2035 Funds	0.75%**
PIMCO RealRetirement® 2040, PIMCO RealRetirement® 2045 and PIMCO RealRetirement® 2050 Funds	0.80%**
PIMCO EM Fundamental IndexPLUS® TR Strategy and PIMCO Emerging Markets Corporate Bond Funds	0.85%
PIMCO Global Multi-Asset Fund	0.90%
PIMCO California Municipal Bond Fund	0.21%
PIMCO National Intermediate Municipal Bond Fund	0.22%
PIMCO Short Asset Investment Fund	0.20%
PIMCO Worldwide Fundamental Advantage TR Strategy Fund	0.74%
PIMCO Emerging Markets Full Spectrum Bond Fund	[ ]%
All other Funds	0.25%

* Effective October 1, 2010, the Fund’s advisory fee was reduced by 0.05% to 0.39% per annum.

** As the PIMCO RealRetirement^® Funds approach their target dates, the Funds’ investment advisory contract provides that certain PIMCO RealRetirement^® Funds’ advisory fee will periodically decrease over time according to set intervals. The following table provides information with respect to such advisory fee adjustments.

PIMCO RealRetirement^® Fund Advisory Fee Schedule

(stated as a percentage of the average daily net assets of each Fund taken separately)

	Date
Fund	March 31, 2012		April 1, 2015		April 1, 2020		April 1, 2025		April 1, 2030		April 1, 2035
PIMCO RealRetirement® Income and Distribution Fund		0.70%		0.70%		0.70%		0.70%		0.70%		0.70%
PIMCO RealRetirement® 2015 Fund		0.70		0.70		0.70		0.70		0.70		0.70
PIMCO RealRetirement® 2020 Fund		0.70		0.70		0.70		0.70		0.70		0.70
PIMCO RealRetirement® 2025 Fund		0.70		0.70		0.70		0.70		0.70		0.70
PIMCO RealRetirement® 2030 Fund		0.75		0.70		0.70		0.70		0.70		0.70
PIMCO RealRetirement® 2035 Fund		0.75		0.70		0.70		0.70		0.70		0.70
PIMCO RealRetirement® 2040 Fund		0.80		0.75		0.75		0.70		0.70		0.70
PIMCO RealRetirement® 2045 Fund		0.80		0.80		0.75		0.75		0.70		0.70
PIMCO RealRetirement® 2050 Fund		0.80		0.80		0.80		0.75		0.75		0.70

69

Advisory Fee Payments

The advisory fees paid by each Fund that was operational during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/2012			Year Ended 3/31/2011			Year Ended 3/31/2010
PIMCO All Asset Fund		$	42,601,975		$	30,954,968		$	23,208,740
PIMCO All Asset All Authority Fund			27,700,671			14,766,170			5,059,890
PIMCO California Intermediate Municipal Bond Fund			245,995			207,754			220,443
PIMCO California Short Duration Municipal Income Fund			492,653			593,956			373,966
PIMCO CommoditiesPLUS® Short Strategy Fund			42,971			21,901			N/A
PIMCO CommoditiesPLUS® Strategy Fund			13,575,423			4,026,537			N/A
PIMCO CommodityRealReturn Strategy Fund®			143,160,073			116,521,670			72,995,014
PIMCO Convertible Fund			6,229,541			3,935,116			2,300,601
PIMCO Credit Absolute Return Fund			481,123			N/A			N/A
PIMCO Diversified Income Fund			21,403,121			14,655,299			11,239,974
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund			29,099,439			10,535,653			2,555,846
PIMCO Emerging Local Bond Fund			43,779,170			23,254,783			6,881,455
PIMCO Emerging Markets Bond Fund			20,561,822			14,885,213			11,454,978
PIMCO Emerging Markets Corporate Bond Fund			3,065,094			2,178,519			337,025
PIMCO Emerging Markets Currency Fund			26,005,970			15,828,703			9,140,907
PIMCO Extended Duration Fund			883,258			932,013			502,005
PIMCO Floating Income Fund			10,930,235			4,761,073			1,833,215
PIMCO Foreign Bond Fund (Unhedged)			10,026,443			6,854,095			5,226,219
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)			9,251,626			7,582,514			6,121,451
PIMCO Fundamental Advantage Total Return Strategy Fund			22,862,964			29,571,933			8,140,403
PIMCO Fundamental IndexPLUS® TR Fund			3,728,519			1,637,242			1,405,253
PIMCO Global Advantage® Strategy Bond Fund			14,079,788			8,555,698			2,399,889
PIMCO Global Bond Fund (Unhedged)			2,774,491			2,329,973			2,098,122
PIMCO Global Bond Fund (U.S. Dollar-Hedged)			621,197			610,817			470,561
PIMCO Global Multi-Asset Fund			46,380,161			25,766,475			9,885,652
PIMCO GNMA Fund			4,179,074			3,740,084			3,182,484
PIMCO Government Money Market Fund			749,416			133,823			100,452
PIMCO High Yield Fund			33,349,096			24,610,691			18,416,521
PIMCO High Yield Municipal Bond Fund			809,590			729,603			674,304
PIMCO High Yield Spectrum Fund			1,919,062			323,797			N/A
PIMCO Income Fund			14,800,804			5,917,545			967,690
PIMCO Inflation Response Multi-Asset Fund			106,757			N/A			N/A
PIMCO International Fundamental IndexPLUS® TR Strategy Fund			1,364,492			N/A			N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)			2,208,324			814,628			237,544
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)			832,597			950,036			1,010,816
PIMCO Investment Grade Corporate Bond Fund			16,387,114			14,698,976			15,105,954
PIMCO Long Duration Total Return Fund			14,273,181			10,749,858			8,000,421
PIMCO Long-Term Credit Fund			6,132,623			5,487,510			3,066,957
PIMCO Long-Term U.S. Government Fund			3,018,426			2,362,271			3,040,685
PIMCO Low Duration Fund			53,621,389			51,805,019			35,037,954
PIMCO Low Duration Fund II			1,971,140			1,349,002			1,075,556
PIMCO Low Duration Fund III			604,240			522,262			405,475
PIMCO Moderate Duration Fund			6,664,645			5,510,403			4,470,764
PIMCO Money Market Fund			659,081			746,817			616,865
PIMCO Mortgage-Backed Securities Fund			1,282,649			1,552,723			2,157,540
PIMCO Municipal Bond Fund			745,876			711,469			924,441
PIMCO New York Municipal Bond Fund			351,079			387,304			340,348
PIMCO Real Income 2019 Fund®			44,713			22,153			3,359
PIMCO Real Income 2029 Fund®			23,430			11,044			2,653
PIMCO Real Return Asset Fund			8,544,075			7,931,549			12,077,288
PIMCO Real Return Fund			53,166,212			46,322,846			37,765,819

70

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO RealEstateRealReturn Strategy Fund		8,658,495		2,911,009		772,558
PIMCO RealRetirement® 2015 Fund		52,363		N/A		N/A
PIMCO RealRetirement® 2020 Fund		165,953		58,033		32,231
PIMCO RealRetirement® 2025 Fund		61,069		N/A		N/A
PIMCO RealRetirement® 2030 Fund		125,733		50,974		29,416
PIMCO RealRetirement® 2035 Fund		52,142		N/A		N/A
PIMCO RealRetirement® 2040 Fund		119,123		38,141		26,239
PIMCO RealRetirement® 2045 Fund		2,137		N/A		N/A
PIMCO RealRetirement® 2050 Fund		75,748		42,894		23,139
PIMCO RealRetirement® Income and Distribution Fund		113,588		48,792		29,411
PIMCO Senior Floating Rate Fund		1,384,385		N/A		N/A
PIMCO Short Duration Municipal Income Fund		621,677		705,905		470,950
PIMCO Short-Term Fund		28,203,961		28,854,173		19,922,216
PIMCO Small Cap StocksPLUS® TR Fund		1,548,316		1,081,771		631,309
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		958,333		N/A		N/A
PIMCO StocksPLUS® Fund		3,810,746		2,418,510		1,051,048
PIMCO StocksPLUS® Long Duration Fund		1,771,622		1,538,453		1,421,476
PIMCO StocksPLUS® Total Return Fund		1,680,194		1,104,081		702,671
PIMCO StocksPLUS® TR Short Strategy Fund		6,491,690		6,923,876		2,308,955
PIMCO Tax Managed Real Return Fund		169,189		63,954		8,130
PIMCO Total Return Fund		613,466,338		598,600,722		458,033,593
PIMCO Total Return Fund II		8,671,819		8,416,846		7,266,098
PIMCO Total Return Fund III		8,791,026		8,241,833		6,693,633
PIMCO Total Return Fund IV		903,831		N/A		N/A
PIMCO Unconstrained Bond Fund		99,035,471		69,113,873		15,891,578
PIMCO Unconstrained Tax Managed Bond Fund		1,212,108		885,230		200,037

Advisory Fees Waived and Recouped

PIMCO has contractually agreed, for the PIMCO All Asset Fund and PIMCO All Asset All Authority Fund, to reduce its advisory fee to the extent that the Underlying PIMCO Fund Expenses attributable to advisory and supervisory and administrative fees exceed certain amounts of the total assets each Fund has invested in Underlying PIMCO Funds. PIMCO may recoup these waived fees in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit. In addition, PIMCO has contractually agreed to reduce total annual fund operating expenses for certain Funds by waiving a portion of its advisory fee, which may or may not be recouped in future fiscal periods depending on the contract. PIMCO also has contractually agreed to waive the advisory fee it receives from the PIMCO CommoditiesPLUS^® Strategy Fund in an amount equal to the management fee paid to PIMCO by the CPS Subsidiary, which cannot be recouped. PIMCO also has contractually agreed to waive the advisory fee it receives from the PIMCO CommoditiesPLUS^® Short Strategy Fund in an amount equal to the management fee paid to PIMCO by the CPSS Subsidiary, which cannot be recouped. PIMCO also has contractually agreed to waive the advisory fee it receives from the PIMCO CommodityRealReturn Strategy Fund^® in an amount equal to the management fee paid to PIMCO by the CRRS Subsidiary, which cannot be recouped. PIMCO also has contractually agreed to waive the advisory fee it receives from the PIMCO Global Multi-Asset Fund in an amount equal to the management fee paid to PIMCO by the GMA Subsidiary, which cannot be recouped. PIMCO also has contractually agreed to waive the advisory fee it receives from the PIMCO Inflation Response Multi-Asset Fund in an amount equal to the management fee paid to PIMCO by the IRMA Subsidiary, which cannot be recouped. Advisory fees waived during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/12		Year Ended 3/31/11		Year Ended 3/31/10
PIMCO All Asset Fund	$	17,693,982	$	11,183,602	$	0
PIMCO All Asset All Authority Fund		3,564,611		95,663		0
PIMCO CommoditiesPLUS® Short Strategy Fund		6,064		2,809		N/A
PIMCO CommoditiesPLUS® Strategy Fund		2,308,776		625,375		N/A
PIMCO CommodityRealReturn Strategy Fund®		21,834,314		18,027,491		9,301,044
PIMCO Emerging Markets Corporate Bond Fund		0		0		261
PIMCO Global Multi-Asset Fund		22,736,539		12,039,338		2,817,494
PIMCO Government Money Market Fund		165,348		2,080		155
PIMCO High Yield Municipal Bond Fund		26,986		24,320		22,067
PIMCO High Yield Spectrum Fund		319,844		53,966		N/A
PIMCO Income Fund		2,960,161		1,183,509		193,531
PIMCO Inflation Response Multi-Asset Fund		40,418		N/A		N/A

71

Fund	Year Ended 3/31/12		Year Ended 3/31/11		Year Ended 3/31/10
PIMCO Long-Term Credit Fund		0		0		167
PIMCO Money Market Fund		162,670		1,887		0
PIMCO RealRetirement® 2015 Fund		32,609		N/A		N/A
PIMCO RealRetirement® 2020 Fund		103,910		29,540		15,727
PIMCO RealRetirement® 2025 Fund		42,702		N/A		N/A
PIMCO RealRetirement® 2030 Fund		75,630		24,509		14,745
PIMCO RealRetirement® 2035 Fund		34,212		N/A		N/A
PIMCO RealRetirement® 2040 Fund		71,245		18,682		12,855
PIMCO RealRetirement® 2045 Fund		1,369		N/A		N/A
PIMCO RealRetirement® 2050 Fund		46,795		20,227		12,518
PIMCO RealRetirement® Income and Distribution Fund		70,232		25,552		15,800
PIMCO Senior Floating Rate Fund		8,783		N/A		N/A

Previously waived advisory fees recouped during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/12		Year Ended 3/31/11		Year Ended 3/31/10
PIMCO All Asset Fund	$	0	$	165,419	$	2,943,585
PIMCO All Asset All Authority Fund		0		95,663		0

Sub-Advisory Fee Payments

PIMCO paid the following fees to Research Affiliates in connection with the Asset Allocation Sub-Advisory Agreements, RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement and IF/SCF Sub-Advisory Agreement during the fiscal years ended March 31, 2012, 2011 and 2010:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund	$	35,785,659	$	29,138,564	$	23,208,740
PIMCO All Asset All Authority Fund		23,822,577		13,878,181		5,059,890
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund		367,045		110,511		2,867
PIMCO Fundamental Advantage Total Return Strategy Fund		464,432		438,366		36,099
PIMCO Fundamental IndexPLUS® TR Fund		456,103		224,933		102,906
PIMCO International Fundamental IndexPLUS® TR Strategy Fund		41		N/A		N/A
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		686		N/A		N/A

Proxy Voting Policies and Procedures

PIMCO has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. The Proxy Policy has been adopted by the Trust as the policies and procedures that PIMCO will use when voting proxies on behalf of the Funds. In addition to covering the voting of equity securities, the Proxy Policy also applies generally to voting and/or consent rights of PIMCO, on behalf of the Funds, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy does not apply, however, to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of the Funds and their shareholders.

With respect to the voting of proxies relating to equity securities, PIMCO has selected an unaffiliated third-party proxy research and voting service (“Proxy Voting Service”), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the financial implications of the proposals and provides a recommendation to PIMCO as to how to vote on each proposal based on the Proxy Voting Service’s research of the individual facts and circumstances and the Proxy Voting Service’s application of its research findings to a set of guidelines that have been approved by PIMCO. Upon the recommendation of the applicable Fund’s portfolio managers, PIMCO may determine to override any recommendation made by the Proxy Voting Service. In the event that the Proxy Voting Service does not provide a recommendation with respect to a proposal, PIMCO may determine to vote on the proposals directly.

PIMCO exercises voting and consent rights directly with respect to debt securities held by a Fund. PIMCO considers each proposal regarding a debt security on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In general, PIMCO reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or its shareholders.

72

PIMCO may determine not to vote a proxy for a debt or equity security if: (1) the effect on the applicable Fund’s economic interests or the value of the portfolio holding is insignificant in relation to the Fund’s portfolio; (2) the cost of voting the proxy outweighs the possible benefit to the applicable Fund, including, without limitation, situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security; or (3) PIMCO otherwise has determined that it is consistent with its fiduciary obligations not to vote the proxy.

In the event that the Proxy Voting Service does not provide a recommendation or the portfolio managers of a Fund propose to override a recommendation by the Proxy Voting Service, and for all debt security proxies, PIMCO will review the proxy to determine whether there is a material conflict between PIMCO and the applicable Fund or between the Fund and another Fund or PIMCO-advised account. If no material conflict exists, the proxy will be voted according to the portfolio managers’ recommendation. If a material conflict does exist, PIMCO will seek to resolve the conflict in good faith and in the best interests of the applicable Fund, as provided by the Proxy Policy. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any one of several courses of action. With respect to material conflicts of interest between PIMCO and a Fund, the Proxy Policy permits PIMCO to either: (i) convene a committee to assess and resolve the conflict (the “Proxy Conflicts Committee”); or (ii) vote in accordance with protocols previously established by the Proxy Conflicts Committee with respect to specific types of conflicts. With respect to material conflicts of interest between a Fund and one or more other Funds or PIMCO-advised accounts, the Proxy Policy permits PIMCO to: (i) designate a PIMCO portfolio manager who is not subject to the conflict to determine how to vote the proxy if the conflict exists between two Funds or accounts with at least one portfolio manager in common; or (ii) permit the respective portfolio managers to vote the proxies in accordance with each Fund’s or account’s best interests if the conflict exists between Funds or accounts managed by different portfolio managers.

PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy. Information about how each Fund voted proxies relating to portfolio securities it held during the most recent twelve month period ended June 30th will be available no later than the following August 31st without charge, upon request, by calling the Trust at 1-800-927-4648, by visiting the Trust’s website at www.pimco.com/investments, on the PIMCO Investments LLC’s website at www.pimco.com/investments, and on the SEC’s website at http://www.sec.gov.

Fund Administrator

PIMCO also serves as Administrator to the Funds pursuant to a supervision and administration agreement (as amended and restated from time to time, the “Supervision and Administration Agreement”) with the Trust. The Supervision and Administration Agreement replaces the Third Amended and Restated Administration Agreement and the administrative fees payable thereunder. Pursuant to the Supervision and Administration Agreement, PIMCO provides the Funds with certain supervisory, administrative and shareholder services necessary for Fund operations and is responsible for the supervision of other Fund service providers, and receives a supervisory and administrative fee in return. PIMCO may in turn use the facilities or assistance of its affiliates to provide certain services under the Supervision and Administration Agreement, on terms agreed between PIMCO and such affiliates. The supervisory and administrative services provided by PIMCO include but are not limited to: (1) shareholder servicing functions, including preparation of shareholder reports and communications, (2) regulatory compliance, such as reports and filings with the SEC and state securities commissions, and (3) general supervision of the operations of the Funds, including coordination of the services performed by the Funds’ transfer agent, custodian, legal counsel, independent registered public accounting firm, and others. PIMCO (or an affiliate of PIMCO) also furnishes the Funds with office space facilities required for conducting the business of the Funds, and pays the compensation of those officers, employees and Trustees of the Trust affiliated with PIMCO. In addition, PIMCO, at its own expense, arranges for the provision of legal, audit, custody, transfer agency and other services for the Funds, and is responsible for the costs of registration of the Trust’s shares and the printing of Prospectuses and shareholder reports for current shareholders.

Supervisory and Administrative Fee Rates

PIMCO has contractually agreed to provide the foregoing services, and to bear these expenses, at the following rates for each class of each Fund (each expressed as a percentage of the Fund’s average daily net assets attributable to its classes of shares on an annual basis):

Fund	Institutional and Administrative Classes	Class P	Class A, B and C	Class D	Class M	Class R
PIMCO All Asset Fund	0.05%	0.15%	0.30%1	0.20%	N/A	0.30%2
PIMCO All Asset All Authority Fund	0.05%	0.15%	0.25%3	0.20%	N/A	N/A
PIMCO California Intermediate Municipal Bond Fund	0.22%	0.32%	0.30%	0.30%	N/A	N/A
PIMCO California Municipal Bond Fund	0.23%	0.33%	0.33%	0.33%	N/A	0.33%

73

Fund	Institutional and Administrative Classes	Class P	Class A, B and C	Class D	Class M	Class R
PIMCO California Short Duration Municipal Income Fund	0.15%	0.25%	0.30%	0.30%	N/A	N/A
PIMCO CommoditiesPLUS® Short Strategy Fund	0.25%	0.35%	0.50%	0.50%	N/A	0.50%
PIMCO CommoditiesPLUS® Strategy Fund	0.25%	0.35%	0.50%	0.50%	N/A	0.50%
PIMCO CommodityRealReturn Strategy Fund®	0.25%	0.35%	0.45%4	0.45%5	N/A	0.45%4
PIMCO Convertible Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Credit Absolute Return Fund	0.30%	0.40%	0.45%	0.45%	N/A	0.45%
PIMCO Diversified Income Fund	0.30%	0.40%	0.45%	0.45%	N/A	N/A
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund	0.40%	0.50%	N/A	N/A	N/A	N/A
PIMCO Emerging Local Bond Fund	0.45%	0.55%	0.65%	0.65%	N/A	N/A
PIMCO Emerging Markets Bond Fund	0.38%	0.48%	0.55%	0.55%	N/A	N/A
PIMCO Emerging Markets Corporate Bond Fund	0.40%	0.50%	0.55%	0.55%	N/A	N/A
PIMCO Emerging Markets Currency Fund	0.40%	0.50%	0.55%	0.55%	N/A	N/A
PIMCO Emerging Markets Full Spectrum Bond Fund	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%
PIMCO Extended Duration Fund	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Floating Income Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Foreign Bond Fund (Unhedged)	0.25%	0.35%	0.40%6	0.40%	N/A	N/A
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	0.25%	0.35%	0.40%6	0.40%	N/A	0.40%6
PIMCO Fundamental Advantage Total Return Strategy Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Fundamental IndexPLUS® TR Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Global Advantage® Strategy Bond Fund	0.30%	0.40%	0.45%	0.45%	N/A	0.45%
PIMCO Global Bond Fund (Unhedged)	0.30%	0.40%	N/A	0.45%	N/A	N/A
PIMCO Global Bond Fund (U.S. Dollar-Hedged)	0.30%	0.40%	0.40%6	N/A	N/A	N/A
PIMCO Global Multi-Asset Fund	0.05%	0.15%	0.40%	0.40%	N/A	0.40%
PIMCO GNMA Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Government Money Market Fund	0.06%	0.16%	0.21%	0.06%	0.06%	0.21%
PIMCO High Yield Fund	0.30%	0.40%	0.40%	0.40%	N/A	0.40%
PIMCO High Yield Municipal Bond Fund	0.25%	0.35%	0.30%7	0.30%8	N/A	N/A
PIMCO High Yield Spectrum Fund	0.30%	0.40%	0.40%	0.40%	N/A	N/A
PIMCO Income Fund	0.20%	0.30%	0.35%9	0.25%	N/A	0.35%9
PIMCO Inflation Response Multi-Asset Fund	0.25%	0.35%	0.45%	0.45%	N/A	0.45%
PIMCO International Fundamental IndexPLUS® TR Strategy Fund	0.25%	0.35%	0.35%	0.35%	N/A	0.35%
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)	0.30%	0.40%	0.45%	0.45%	N/A	N/A
PIMCO Investment Grade Corporate Bond Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Long Duration Total Return Fund	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Long-Term Credit Fund	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Long-Term U.S. Government Fund	0.25%	0.35%	0.35%9	N/A	N/A	N/A
PIMCO Low Duration Fund	0.21%	0.31%	0.30%10	0.25%	N/A	0.30%10
PIMCO Low Duration Fund II	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Low Duration Fund III	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Moderate Duration Fund	0.21%	0.31%	N/A	N/A	N/A	N/A
PIMCO Money Market Fund	0.20%	N/A	0.35%	N/A	N/A	N/A
PIMCO Mortgage-Backed Securities Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Mortgage Opportunities Fund	0.25%	0.35%	0.40%	0.40%	N/A	0.40%
PIMCO Municipal Bond Fund	0.24%	0.34%	0.30%	0.30%	N/A	N/A
PIMCO National Intermediate Municipal Bond Fund	0.23%	0.33%	0.33%	0.33%	N/A	0.33%
PIMCO New York Municipal Bond Fund	0.22%	0.32%	0.30%	0.30%	N/A	N/A

74

Fund	Institutional and Administrative Classes	Class P	Class A, B and C	Class D	Class M	Class R
PIMCO Real Income 2019 Fund®	0.20%	0.30%	0.35%	0.35%	N/A	N/A
PIMCO Real Income 2029 Fund®	0.20%	0.30%	0.35%	0.35%	N/A	N/A
PIMCO Real Return Asset Fund	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Real Return Fund	0.20%	0.30%	0.35%9	0.35%	N/A	0.35%9
PIMCO RealEstateRealReturn Strategy Fund	0.25%	0.35%	0.40%6	0.40%	N/A	N/A
PIMCO RealRetirement® Income and Distribution Fund	0.05%	0.15%	0.30%1	0.30%11	N/A	0.30%1
PIMCO RealRetirement® 2015 Fund	0.05%	0.15%	0.30%	0.30%	N/A	0.30%
PIMCO RealRetirement® 2020 Fund	0.05%	0.15%	0.30%1	0.30%11	N/A	0.30%1
PIMCO RealRetirement® 2025 Fund	0.05%	0.15%	0.30%	0.30%	N/A	0.30%
PIMCO RealRetirement® 2030 Fund	0.05%	0.15%	0.30%1	0.30%11	N/A	0.30%1
PIMCO RealRetirement® 2035 Fund	0.05%	0.15%	0.30%	0.30%	N/A	0.30%
PIMCO RealRetirement® 2040 Fund	0.05%	0.15%	0.30%1	0.30%11	N/A	0.30%1
PIMCO RealRetirement® 2045 Fund	0.05%	0.15%	0.30%	0.30%	N/A	0.30%
PIMCO RealRetirement® 2050 Fund	0.05%	0.15%	0.30%1	0.30%11	N/A	0.30%1
PIMCO Senior Floating Rate Fund	0.30%	0.40%	0.35%	0.35%	N/A	0.35%
PIMCO Short Asset Investment Fund	0.14%	0.24%	0.24%	0.24%	N/A	0.24%
PIMCO Short Duration Municipal Income Fund	0.15%	0.25%	0.30%	0.30%	N/A	N/A
PIMCO Short-Term Fund	0.20%	0.30%	0.20%12	0.20%4	N/A	0.20%12
PIMCO Small Cap StocksPLUS® TR Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund	0.25%	0.35%	0.35%	0.35%	N/A	0.35%
PIMCO StocksPLUS® Fund	0.25%	0.35%	0.40%	0.40%	N/A	0.40%
PIMCO StocksPLUS® Long Duration Fund	0.24%	0.34%	N/A	N/A	N/A	N/A
PIMCO StocksPLUS® Total Return Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO StocksPLUS® TR Short Strategy Fund	0.25%	0.35%	0.40%	0.40%	N/A	N/A
PIMCO Tax Managed Real Return Fund	0.20%	0.30%	0.35%	0.35%	N/A	N/A
PIMCO Total Return Fund	0.21%	0.31%	0.35%9	0.25%	N/A	0.35%9
PIMCO Total Return Fund II	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Total Return Fund III	0.25%	0.35%	N/A	N/A	N/A	N/A
PIMCO Total Return Fund IV	0.25%	0.35%	0.35%	0.35%	N/A	0.35%
PIMCO Treasury Money Market	0.06%	0.16%	0.21%	0.06%	0.06%	0.21%
PIMCO Unconstrained Bond Fund	0.30%	0.40%	0.45%	0.45%	N/A	0.45%
PIMCO Unconstrained Tax Managed Bond Fund	0.30%	0.40%	0.45%	0.45%	N/A	N/A
PIMCO Worldwide Fundamental Advantage TR Strategy Fund	0.25%	0.35%	0.40%	0.40%	N/A	0.40%

⁽¹⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.10% to 0.30% per annum.

⁽²⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.10% to 0.30% per annum.

⁽³⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.15% to 0.25% per annum.

⁽⁴⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.05% to 0.45% per annum.

⁽⁵⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.05% to 0.70% per annum.

⁽⁶⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.05% to 0.40% per annum.

⁽⁷⁾  PIMCO had contractually agreed, through July 31, 2012, to waive 0.05% of the Supervisory and Administrative Fee to 0.25%.

⁽⁸⁾  PIMCO had contractually agreed, through July 31, 2012, to waive 0.05% of the Supervisory and Administrative Fee to 0.50%.

⁽⁹⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.05% to 0.35% per annum.

⁽¹⁰⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.05% to 0.30% per annum.

⁽¹¹⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.10% to 0.55% per annum.

⁽¹²⁾  Effective May 1, 2011, the Fund’s Supervisory and Administrative Fee was reduced by 0.10% to 0.20% per annum.

Except for the expenses paid by PIMCO, the Trust bears all costs of its operations. The Funds are responsible for: (i) salaries and other compensation of any of the Trust’s executive officers and employees who are not officers, directors, stockholders, or employees of PIMCO or its subsidiaries or affiliates; (ii) taxes and governmental fees; (iii) brokerage fees and commissions and other portfolio transaction expenses; (iv) costs of borrowing money, including interest expenses; (v) fees and expenses of the Trustees who are not “interested persons” of PIMCO or the Trust, and any counsel retained exclusively for their benefit (except the PIMCO All Asset and PIMCO All Asset All Authority Funds); (vi) extraordinary expenses, including costs of litigation and indemnification expenses; (vii) expenses, such as organizational expenses; and (viii) any expenses allocated or allocable to a specific class of shares (“class-specific expenses”).

75

Class-specific expenses include distribution and service fees payable with respect to different classes of shares and supervisory and administrative fees as described above, and may include certain other expenses as permitted by the Trust’s Multi-Class Plan (as amended and restated from time to time, the “Multi-Class Plan”) adopted pursuant to Rule 18f-3 under the 1940 Act and subject to review and approval by the Trustees.

The Supervision and Administration Agreement may be terminated by the Trustees, or by a vote of a majority of the outstanding voting securities of the Trust, Fund or Class as applicable, at any time on 60 days’ written notice. Following the expiration of the one-year period commencing with the effectiveness of the Supervision and Administration Agreement, it may be terminated by PIMCO, also on 60 days’ written notice.

The PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds indirectly pay a proportionate share of the supervisory and administrative fees paid to PIMCO by the Underlying PIMCO Funds in which they invest.

The Supervision and Administration Agreement is subject to annual approval by the Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust (as that term is defined in the 1940 Act). The current Supervision and Administration Agreement, as supplemented from time to time, was approved by the Board of Trustees, including all of the independent Trustees at a meeting held for such purpose. In approving the Supervision and Administration Agreement, the Trustees determined that: (1) the Supervision and Administration Agreement is in the best interests of the Funds and their shareholders; (2) the services to be performed under the Supervision and Administration Agreement are services required for the operation of the Funds; (3) PIMCO is able to provide, or to procure, services for the Funds which are at least equal in nature and quality to services that could be provided by others; and (4) the fees to be charged pursuant to the Supervision and Administration Agreement are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality.

Supervisory and Administrative Fee Payments

The supervisory and administrative fees paid by each Fund that was operational during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund	$	23,791,746	$	20,125,114	$	14,855,408
PIMCO All Asset All Authority Fund		20,442,110		14,804,018		5,419,745
PIMCO California Intermediate Municipal Bond Fund		294,628		240,529		249,459
PIMCO California Short Duration Municipal Income Fund		693,942		817,540		440,840
PIMCO CommoditiesPLUS® Short Strategy Fund		27,584		10,197		N/A
PIMCO CommoditiesPLUS® Strategy Fund		6,936,860		2,008,789		N/A
PIMCO CommodityRealReturn Strategy Fund®		82,422,006		68,702,560		43,931,227
PIMCO Convertible Fund		3,898,988		2,460,005		1,437,875
PIMCO Credit Absolute Return Fund		256,304		N/A		N/A
PIMCO Diversified Income Fund		15,039,092		10,332,595		7,854,811
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund		13,696,318		4,957,973		1,202,751
PIMCO Emerging Local Bond Fund		48,284,317		25,976,098		7,685,288
PIMCO Emerging Markets Bond Fund		19,451,747		14,325,087		10,904,666
PIMCO Emerging Markets Corporate Bond Fund		1,453,853		1,028,476		158,600
PIMCO Emerging Markets Currency Fund		24,171,526		15,058,355		8,926,239
PIMCO Extended Duration Fund		889,705		933,129		502,878
PIMCO Floating Income Fund		9,728,311		4,437,304		1,752,028
PIMCO Foreign Bond Fund (Unhedged)		11,835,593		8,244,877		6,181,386
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		10,508,848		8,860,722		6,899,129
PIMCO Fundamental Advantage Total Return Strategy Fund		9,243,729		11,810,967		3,197,983
PIMCO Fundamental IndexPLUS® TR Fund		2,007,563		931,419		676,722
PIMCO Global Advantage® Strategy Bond Fund		10,959,757		6,717,829		1,914,167
PIMCO Global Bond Fund (Unhedged)		3,401,482		2,815,733		2,523,557
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		817,672		819,627		625,470
PIMCO Global Multi-Asset Fund		11,729,374		6,675,992		2,336,105
PIMCO GNMA Fund		5,891,795		5,266,879		4,407,687
PIMCO Government Money Market Fund		384,640		70,540		50,910
PIMCO High Yield Fund		43,109,962		32,411,679		24,288,551

76

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO High Yield Municipal Bond Fund		769,667		693,919		635,108
PIMCO High Yield Spectrum Fund		1,936,548		329,472		N/A
PIMCO Income Fund		13,960,120		5,355,206		858,342
PIMCO Inflation Response Multi-Asset Fund		42,983		N/A		N/A
PIMCO International Fundamental IndexPLUS® TR Strategy Fund		578,175		N/A		N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		1,439,981		532,438		158,407
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)		614,550		748,532		752,894
PIMCO Investment Grade Corporate Bond Fund		19,467,856		17,099,318		16,793,404
PIMCO Long Duration Total Return Fund		14,285,916		10,754,724		8,002,083
PIMCO Long-Term Credit Fund		5,110,520		4,572,925		2,555,797
PIMCO Long-Term U.S. Government Fund		3,697,097		3,060,263		3,788,401
PIMCO Low Duration Fund		51,011,362		50,981,279		34,017,899
PIMCO Low Duration Fund II		1,972,031		1,349,129		1,075,558
PIMCO Low Duration Fund III		606,488		522,574		405,475
PIMCO Moderate Duration Fund		5,620,085		4,628,860		3,755,445
PIMCO Money Market Fund		1,543,996		1,639,491		1,462,537
PIMCO Mortgage-Backed Securities Fund		1,640,230		2,007,018		2,689,444
PIMCO Municipal Bond Fund		1,060,778		981,099		1,166,238
PIMCO New York Municipal Bond Fund		401,726		441,366		383,136
PIMCO Real Income 2019 Fund®		73,587		33,453		4,235
PIMCO Real Income 2029 Fund®		34,499		13,133		2,878
PIMCO Real Return Asset Fund		7,127,341		6,609,745		10,064,407
PIMCO Real Return Fund		59,313,287		54,967,436		44,392,082
PIMCO RealEstateRealReturn Strategy Fund		4,776,253		1,674,013		462,401
PIMCO RealRetirement® 2015 Fund		4,901		N/A		N/A
PIMCO RealRetirement® 2020 Fund		29,472		18,684		7,798
PIMCO RealRetirement® 2025 Fund		4,946		N/A		N/A
PIMCO RealRetirement® 2030 Fund		21,025		13,831		5,267
PIMCO RealRetirement® 2035 Fund		3,647		N/A		N/A
PIMCO RealRetirement® 2040 Fund		14,585		6,876		3,459
PIMCO RealRetirement® 2045 Fund		143		N/A		N/A
PIMCO RealRetirement® 2050 Fund		13,565		9,511		2,095
PIMCO RealRetirement® Income and Distribution Fund		25,842		11,866		5,481
PIMCO Senior Floating Rate Fund		836,292		N/A		N/A
PIMCO Short Duration Municipal Income Fund		755,484		915,857		632,152
PIMCO Short-Term Fund		23,091,673		25,362,218		17,524,790
PIMCO Small Cap StocksPLUS® TR Fund		1,128,623		712,196		367,262
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		406,073		N/A		N/A
PIMCO StocksPLUS® Fund		4,014,428		2,603,126		1,220,790
PIMCO StocksPLUS® Long Duration Fund		1,214,827		1,054,939		974,726
PIMCO StocksPLUS® Total Return Fund		1,344,726		894,310		511,207
PIMCO StocksPLUS® TR Short Strategy Fund		4,655,710		4,788,334		1,561,221
PIMCO Tax Managed Real Return Fund		151,879		55,420		6,837
PIMCO Total Return Fund		591,466,168		598,758,759		454,414,765
PIMCO Total Return Fund II		8,678,674		8,413,373		7,264,659
PIMCO Total Return Fund III		8,849,115		8,270,982		6,694,592
PIMCO Total Return Fund IV		906,243		N/A		N/A
PIMCO Unconstrained Bond Fund		58,337,765		41,240,279		9,750,370
PIMCO Unconstrained Tax Managed Bond Fund		1,141,620		823,506		179,144

Supervisory and Administrative Fees Waived and Recouped

PIMCO has contractually agreed, through July 31, 2013, for certain Funds, to waive their supervisory and administrative fee, or reimburse such Funds, to the extent that organizational expenses and pro rata Trustees’ fees exceed 0.0049% of the Fund’s average net assets attributable to the respective share class (the “Expense Limit”). Under the Expense Limitation Agreement, which renews annually for a full year unless terminated by PIMCO upon at least 30 days’ notice prior to the end of the contract term, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided organizational expenses and pro rata Trustees’ fees, plus such recoupment, do not exceed the Expense Limit. PIMCO has contractually agreed to waive the supervisory and administrative fee it receives from the PIMCO CommoditiesPLUS^® Strategy Fund in an amount equal to the administrative services fee paid to PIMCO by the CPS Subsidiary, which cannot be recouped. PIMCO has contractually agreed to waive the supervisory and

77

administrative fee it receives from the PIMCO CommoditiesPLUS^® Short Strategy Fund in an amount equal to the administrative services fee paid to PIMCO by the CPSS Subsidiary, which cannot be recouped. In addition, PIMCO has contractually agreed to waive the supervisory and administrative fee it receives from the PIMCO CommodityRealReturn Strategy Fund^® in an amount equal to the administrative services fee paid to PIMCO by the CRRS Subsidiary, which cannot be recouped. In addition, PIMCO has contractually agreed to waive the supervisory and administrative fee it receives from the PIMCO Global Multi-Asset Fund in an amount equal to the administrative services fee paid to PIMCO by the GMA Subsidiary, which cannot be recouped. PIMCO has also agreed to waive, first, the supervisory and administrative fee and, to the extent necessary, the advisory fee it receives from the PIMCO Emerging Markets Full Spectrum Bond Fund, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds in an amount equal to the Underlying PIMCO Fund expenses attributable to advisory and supervisory and administrative fees at the Underlying PIMCO Fund level. With respect to the PIMCO RealRetirement^® Funds, this waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO manages the PIMCO RealRetirement^® Funds.

Supervisory and administrative fees waived during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO CommoditiesPLUS® Short Strategy Fund	$	2,475	$	23,279		N/A
PIMCO CommoditiesPLUS® Strategy Fund		942,358		296,578		N/A
PIMCO CommodityRealReturn Strategy Fund®		8,911,965		7,358,160	$	3,796,344
PIMCO Credit Absolute Return Fund		31,970		N/A		N/A
PIMCO Emerging Markets Corporate Bond Fund		0		18,273		58,377
PIMCO Global Multi-Asset Fund		601,314		145,507		19,416
PIMCO Government Money Market Fund		342,776		16,139		23,566
PIMCO High Yield Municipal Bond Fund		85,445		81,215		70,997
PIMCO High Yield Spectrum Fund		0		41,860		N/A
PIMCO Inflation Response Multi-Asset Fund		37,127		N/A		N/A
PIMCO International Fundamental IndexPLUS® TR Strategy Fund		35,510		N/A		N/A
PIMCO Long-Term Credit Fund		0		0		7,502
PIMCO Money Market Fund		1,508,086		1,071,548		544,291
PIMCO Real Income 2019 Fund®		0		9,897		33,223
PIMCO Real Income 2029 Fund®		0		0		41,583
PIMCO RealRetirement® 2015 Fund		18,491		N/A		N/A
PIMCO RealRetirement® 2025 Fund		17,678		N/A		N/A
PIMCO RealRetirement® 2035 Fund		17,719		N/A		N/A
PIMCO RealRetirement® 2045 Fund		27,000		N/A		N/A
PIMCO Senior Floating Rate Fund		81,066		N/A		N/A
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		35,879		N/A		N/A
PIMCO Tax Managed Real Return Fund		0		0		41,932
PIMCO Total Return Fund IV		34,278		N/A		N/A
PIMCO Unconstrained Bond Fund		19		0		0
PIMCO Unconstrained Tax Managed Bond Fund		0		965		12,703

Previously waived supervisory and administrative fees recouped during the fiscal years ended March 31, 2012, 2011 and 2010 were as follows:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO California Short Duration Municipal Income Fund	$	0	$	0	$	9,375
PIMCO CommoditiesPLUS® Short Strategy Fund		319		158		N/A
PIMCO CommoditiesPLUS® Strategy Fund		8,136		33,187		N/A
PIMCO Credit Absolute Return Fund		3,767		N/A		N/A
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund		0		25,831		14,196
PIMCO Emerging Local Bond Fund		0		0		3,998
PIMCO Emerging Markets Corporate Bond Fund		16,592		11,770		1,880
PIMCO Extended Duration Fund		0		0		9,337
PIMCO Fundamental Advantage Total Return Strategy Fund		0		0		17,430
PIMCO Global Advantage® Strategy Bond Fund		0		62,625		28,648
PIMCO Global Multi-Asset Fund		0		55,562		51,891
PIMCO Government Money Market Fund		29,296		5,093		3,972
PIMCO High Yield Municipal Bond Fund		0		0		10,469
PIMCO High Yield Spectrum Fund		29,581		5,151		0

78

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO Income Fund		0		54,065		18,123
PIMCO Inflation Response Multi-Asset Fund		734		N/A		N/A
PIMCO International Fundamental IndexPLUS® TR Strategy Fund		10,909		N/A		N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		0		0		2,837
PIMCO Long-Term Credit Fund		0		7,054		48,252
PIMCO Money Market Fund		27,008		30,432		0
PIMCO Real Income 2019 Fund®		1,153		571		85
PIMCO Real Income 2029 Fund®		604		285		66
PIMCO RealRetirement® 2015 Fund		352		N/A		N/A
PIMCO RealRetirement® 2020 Fund		1,062		394		216
PIMCO RealRetirement® 2025 Fund		411		N/A		N/A
PIMCO RealRetirement® 2030 Fund		747		322		184
PIMCO RealRetirement® 2035 Fund		328		N/A		N/A
PIMCO RealRetirement® 2040 Fund		656		225		153
PIMCO RealRetirement® 2045 Fund		13		N/A		N/A
PIMCO RealRetirement® 2050 Fund		425		255		135
PIMCO RealRetirement® Income and Distribution Fund		736		331		197
PIMCO Senior Floating Rate Fund		12,977		N/A		N/A
PIMCO Small Cap StocksPLUS® TR Fund		0		0		6,573
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		7,680		N/A		N/A
PIMCO StocksPLUS® Long Duration Fund		0		10,173		18,926
PIMCO Tax Managed Real Return Fund		3,134		1,178		154
PIMCO Total Return Fund IV		17,069		N/A		N/A
PIMCO Unconstrained Bond Fund		0		0		34,656
PIMCO Unconstrained Tax Managed Bond Fund		13,979		10,125		2,384

OTHER PIMCO INFORMATION

PIMCO has created the PIMCO Global Advantage Bond Index^® (“GLADI^®”), an investment-grade global fixed income benchmark. The PIMCO Global Advantage^® Strategy Bond Fund utilizes GLADI^® as a benchmark. PIMCO owns the intellectual property rights to GLADI^®, and PIMCO has filed a patent application with respect to certain features of GLADI^®. PIMCO has retained an unaffiliated leading financial information services company and global index provider to independently administer and calculate GLADI^® (the “Calculation Agent”). The Calculation Agent, using a publicly available rules-based methodology, calculates, maintains and disseminates GLADI^®.

PIMCO may from time to time develop methodologies for compiling and calculating a benchmark index. PIMCO may license or sell its intellectual property rights in such methodologies to third parties who may use such methodologies to develop a benchmark index. Such third parties may pay to PIMCO a portion of the subscription or licensing fees the third party receives in connection with such indices. PIMCO may pay out of its own resources a fee to such third parties for certain data related to such indices. A Fund may use such an index as the Fund’s primary or secondary benchmark index but would not bear any fees for such use.

PORTFOLIO MANAGERS

Other Accounts Managed

The portfolio managers who are primarily responsible for the day-to-day management of the Funds also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated in the table below. The following table identifies, as of March 31, 2012 (except as noted below): (i) each portfolio manager of the Funds; (ii) the number of other registered investment companies, pooled investment vehicles and other accounts managed by the portfolio manager (exclusive of the Funds); and (iii) the total assets of such other companies, vehicles and accounts, and the number and total assets of such other companies, vehicles and accounts with respect to which the advisory fee is based on performance. The Fund(s) managed by each portfolio manager, including each Fund’s total assets, are listed in the footnotes following the table. Effective July 31, 2012, Daniel Hyman is the co-portfolio manager of the PIMCO GNMA Fund and the PIMCO Mortgage-Backed Securities Fund. Information pertaining to accounts managed by Mr. Seidner is as of July 31, 2012. Information pertaining to accounts managed by Messrs. Hyman and Murata is as of August 31, 2012. Effective October 1, 2012, Saumil Parikh is a co-portfolio manager of the PIMCO Global Multi-Asset Fund. Information pertaining to accounts managed by Mr. Parikh is as of August 31, 2012. Information pertaining to accounts managed by Mr. Anderson is as of September 30, 2012.

[Information pertaining to the PIMCO Emerging Markets Full Spectrum Bond Fund is to be provided by amendment.]

79

	Total Number of   Accounts	Total Assets of All    Accounts (in $millions)	Number of Accounts    Paying a Performance   Fee	Total Assets  of Accounts Paying a   Performance Fee (in   $millions)
Anderson1
Registered Investment Companies	0	N/A	0	N/A
Other Pooled Investment Vehicles	1	$250.49	1	$250.49
Other Accounts	22	$3,887.21	2	$3,149.85
Arnott2
Registered Investment Companies	9	$46,801	0	N/A
Other Pooled Investment Vehicles	12	$1,744	9	$1,719
Other Accounts	18	$3,720	2	$273
Balls3
Registered Investment Companies	1	$170.51	0	N/AA
Other Pooled Investment Vehicles	19	$9,926.31	2	$403.32
Other Accounts	32	$13,252.67	4	$897.21
Bhansali4
Registered Investment Companies	16	$11,097.12	0	N/A
Other Pooled Investment Vehicles	17	$817.55	0	N/A
Other Accounts	16	$3,521.72	1	$3.61
Deane5
Registered Investment Companies	14	$4,587.26	0	N/A
Other Pooled Investment Vehicles	0	N/A	0	N/A
Other Accounts	3	$321.54	0	N/A
Dialynas6
Registered Investment Companies	15	7,349.37	0	N/A
Other Pooled Investment Vehicles	18	13,565.43	0	N/A
Other Accounts	97	39,090.82	9	$5,058.01
El-Erian7
Registered Investment Companies	3	$2,396.51	0	N/A
Other Pooled Investment Vehicles	2	$602.72	0	N/A
Other Accounts	130	$27,216.23	1	$201.33
Gomez8
Registered Investment Companies	1	$353.92	0	N/A
Other Pooled Investment Vehicles	14	$13,357.74	1	$535.22
Other Accounts	24	$7,810.25	2	$602.16
Gross9
Registered Investment Companies	28	$74,464.47	0	N/A
Other Pooled Investment Vehicles	32	$39,604.32	7	$3,188.78
Other Accounts	68	$34,279.66	18	$8,420.09
Horne10
Registered Investment Companies	2	$580.29	0	N/A
Other Pooled Investment Vehicles	0	N/A	0	N/A
Other Accounts	1	$111.79	1	$535.22
Hyman11
Registered Investment Companies	0	N/A	0	N/A
Other Pooled Investment Vehicles	1	$260.51	0	N/A
Other Accounts	7	$2,080.22	0	N/A

80

	Total Number of   Accounts	Total Assets of All    Accounts (in $millions)	Number of Accounts    Paying a Performance   Fee	Total Assets  of Accounts Paying a   Performance Fee (in   $millions)
Ivascyn12
Registered Investment Companies	6	$2,595.54	0	N/A
Other Pooled Investment Vehicles	7	$631.06	2	$535.22
Other Accounts	24	$9,955.01	1	$2,054.85
Jessop13
Registered Investment Companies	3	$2,054.73	0	N/A
Other Pooled Investment Vehicles	15	$16,170.99	0	N/A
Other Accounts	17	$3,487.00	1	$194.83
Johnson14
Registered Investment Companies	1	$100.65	0	N/A
Other Pooled Investment Vehicles	6	$1,196.43	0	N/A
Other Accounts	7	$1,998.46	1	$264.17
Kiesel15
Registered Investment Companies	6	$19,451.17	0	N/A
Other Pooled Investment Vehicles	16	$30,493.07	1	$136.43
Other Accounts	116	$48,477.53	9	$5,691.90
MacLean16
Registered Investment Companies	1	$8.82	0	N/A
Other Pooled Investment Vehicles	2	$439.45	0	N/A
Other Accounts	12	$2,251.65	0	N/A
Mather17
Registered Investment Companies	7	$5,057.08	0	N/A
Other Pooled Investment Vehicles	28	$23,110.51	3	$1,365.22
Other Accounts	77	$25,585.63	12	$5,182.71
Mewbourne18
Registered Investment Companies	5	$15,358.67	0	N/A
Other Pooled Investment Vehicles	9	$7,583.75	0	N/A
Other Accounts	59	$20,360.93	0	N/A
Murata19
Registered Investment Companies	0	N/A	0	N/A
Other Pooled Investment Vehicles	1	$1,002.83	0	N/A
Other Accounts	3	$406.34	0	N/A
Parikh20
Registered Investment Companies	12	$5,297.30	0	N/A
Other Pooled Investment Vehicles	17	$3,120.37	1	$609.76
Other Accounts	88	$43,932.00	7	$4,406.48
Posch21
Registered Investment Companies	7	$1,577.84	0	N/A
Other Pooled Investment Vehicles	0	N/A	0	N/A
Other Accounts	7	$768.28	5	$1,145.89
Rodosky22
Registered Investment Companies	3	$4,341.13	0	N/A
Other Pooled Investment Vehicles	3	$1,299.78	0	N/A
Other Accounts	138	$46,962.69	9	$2,271.45

81

	Total Number of   Accounts	Total Assets of All   Accounts (in $millions)	Number of Accounts   Paying  a Performance   Fee	Total Assets of Accounts  Paying a   Performance Fee (in   $millions)
Schneider23
Registered Investment Companies	7	$40,220.64	0	N/A
Other Pooled Investment Vehicles	5	$5,019.15	0	N/A
Other Accounts	34	$28,440.15	0	N/A
Seidner24
Registered Investment Companies	3	$3,324.92	0	N/A
Other Pooled Investment Vehicles	2	$102.52	0	N/A
Other Accounts	107	$30,425.40	11	$4,563.19
Seksaria25
Registered Investment Companies	0	N/A	0	N/A
Other Pooled Investment Vehicles	1	$540.02	0	N/A
Other Accounts	10	$1,928.58	1	$304.12
Simon26
Registered Investment Companies	4	$13,279.16	0	N/A
Other Pooled Investment Vehicles	2	$4,208.22	0	N/A
Other Accounts	33	$19,821.88	10	$3,531.26
Toloui27
Registered Investment Companies	3	$4,783.98	0	N/A
Other Pooled Investment Vehicles	14	$15,213.83	0	N/A
Other Accounts	7	$1,547.38	2	$284.29
Worah28
Registered Investment Companies	19	$21,364.24	0	N/A
Other Pooled Investment Vehicles	18	$10,933.86	0	N/A
Other Accounts	62	$26,050.59	13	$3,240.65

⁽¹⁾  Mr. Anderson co-manages the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012.

⁽²⁾  Mr. Arnott manages the PIMCO All Asset Fund, which has $27,541.6 million in total assets under management, and the PIMCO All Asset All Authority Fund, which has $17,611.8 million in total assets under management.

⁽³⁾  Mr. Balls co-manages the PIMCO Global Advantage^® Strategy Bond Fund, which has $4,253.8 million of total assets under management.

⁽⁴⁾  Dr. Bhansali manages the PIMCO RealRetirement^® Income and Distribution Fund, which has $26.2 million in total assets under management, the PIMCO RealRetirement^® 2015 Fund, which has $19.6 million in total assets under management, the PIMCO RealRetirement^® 2020 Fund, which has $43.2 million in total assets under management, the PIMCO RealRetirement^® 2025 Fund, which has $23.2 million in total assets under management, the PIMCO RealRetirement^® 2030 Fund, which has $32.8 million in total assets under management, the PIMCO RealRetirement^® 2035 Fund, which has $18.8 million in total assets under management, the PIMCO RealRetirement^® 2040 Fund, which has $32.9 million in total assets under management, the PIMCO RealRetirement^® 2045 Fund, which has $32.9 million in total assets under management, and the PIMCO RealRetirement^® 2050 Fund, which has $17.4 million in total assets under management. Dr. Bhansali also co-manages the PIMCO Global Multi-Asset Fund, which has $5,728.4 million in total assets under management.

⁽⁵⁾  Mr. Deane manages the PIMCO California Intermediate Municipal Bond Fund, which has $125.9 million in total assets under management, the PIMCO California Short Duration Municipal Income Fund, which has $262.7 million in total assets under management, the PIMCO High Yield Municipal Bond Fund, which has $354.7 million in total assets under management, the PIMCO Municipal Bond Fund, which has $531.0 million in total assets under management, the PIMCO New York Municipal Bond Fund, which has $162.8 million in total assets under management, the PIMCO Short Duration Municipal Income Fund, which has $370.2 million in total assets under management, and the PIMCO Tax Managed Real Return Fund, which has $77.8 million in total assets under management. Mr. Deane also manages the PIMCO California Municipal Bond Fund and the PIMCO National Intermediate Municipal Bond Fund, each of which had not commenced operations as of March 31, 2012.

⁽⁶⁾  Mr. Dialynas manages the PIMCO International StocksPLUS^® TR Strategy Fund (U.S. Dollar-Hedged), which has $144.3 million in total assets under management, the PIMCO Unconstrained Bond Fund, which has $14,091.7 million of total assets under management, and the PIMCO Unconstrained Tax Managed Bond Fund, which has $262.0 million of total assets under management.

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⁽⁷⁾  Dr. El-Erian co-manages the PIMCO Global Multi-Asset Fund, which has $5,728.4 million in total assets under management, and co-manages the PIMCO Global Advantage^® Strategy Bond Fund, which has $4,253.8 million of total assets under management.

⁽⁸⁾  Mr. Gomez manages the PIMCO Emerging Markets Currency Fund, which has $6,387.0 million in total assets under management and the PIMCO Emerging Local Bond Fund, which has $12,157.7 million in total assets under management. Mr. Gomez also co-manages the PIMCO Emerging Markets Bond Fund, which had $6,244.8 million of total assets under management.

⁽⁹⁾  Mr. Gross manages the PIMCO Fundamental Advantage Total Return Strategy Fund, which has $1,640.0 million in total assets under management, the PIMCO Fundamental IndexPLUS^® TR Fund, which has $4,618.8 million in total assets under management, the PIMCO International StocksPLUS^® TR Strategy Fund (Unhedged), which has $858.9 million in total assets under management, the PIMCO Low Duration Fund, which has $21,012.0 million in total assets under management, the PIMCO Low Duration Fund II, which has $849.6 million in total assets under management, the PIMCO Low Duration Fund III, which has $247.5 million in total assets under management, the PIMCO Moderate Duration Fund, which has $2,536.8 million in total assets under management, the PIMCO Total Return Fund, which has $252,463.1 million in total assets under management, the PIMCO Total Return Fund II, which has $3,415.2 million in total assets under management, the PIMCO Total Return Fund III, which has $3,723.2 million in total assets under management, the PIMCO Small Cap StocksPLUS^® TR Fund, which has $349.8 million in total assets under management, the PIMCO StocksPLUS^® Fund, which has $1,462.7 million in total assets under management, the PIMCO StocksPLUS^® Total Return Fund, which has $390.2 million in total assets under management, the PIMCO StocksPLUS^® TR Short Strategy Fund, which has $1,630.9 million in total assets under management, the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, which has $4,618.8 million in total assets under management, and the PIMCO Total Return Fund IV, which has $704.0 million in total assets under management.

⁽¹⁰⁾  Mr. Horne manages the PIMCO Convertible Fund, which has $1,686.9 million in total assets under management.

⁽¹¹⁾  Mr. Hyman manages the PIMCO GNMA Fund, which has $2,074.9 million in total assets under management and the PIMCO Mortgage-Backed Securities Fund, which has $532.6 million in total assets under management. Mr. Hyman also co-manages the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012.

⁽¹²⁾  Mr. Ivascyn manages the PIMCO Income Fund, which has $7,727.2 million in total assets under management.

⁽¹³⁾  Mr. Jessop manages the PIMCO High Yield Fund, which has $16,626.0 million in total assets under management and the PIMCO High Yield Spectrum Fund, which has $895.3 million in total assets under management.

⁽¹⁴⁾  Mr. Johnson manages the PIMCO CommoditiesPLUS^® Strategy Fund, which has $4,292.7 million in total assets under management, and PIMCO CommoditiesPLUS^® Short Strategy Fund, which has $3.7 million in total assets under management.

⁽¹⁵⁾  Mr. Kiesel manages the PIMCO Investment Grade Corporate Bond Fund, which has $7,318.2 million in total assets under management, the PIMCO Long-Term Credit Fund, which has $2,264.6 million in total assets under management, and the PIMCO Credit Absolute Return Fund, which has $156.1 million in total assets under management.

⁽¹⁶⁾  Ms. MacLean manages the PIMCO Senior Floating Rate Fund, which has $352.2 million in total assets under management.

⁽¹⁷⁾  Mr. Mather manages the PIMCO Foreign Bond Fund (Unhedged), which has $4,673.7 million in total assets under management, the PIMCO Foreign Bond Fund (U.S. Dollar-Hedged), which has $4,417.7 million in total assets under management, the PIMCO Global Bond Fund (Unhedged), which has $1,180.6 million in total assets under management, and the PIMCO Global Bond Fund (U.S. Dollar-Hedged), which has $326.8 million in total assets under management.

⁽¹⁸⁾  Mr. Mewbourne manages the PIMCO Diversified Income Fund, which has $5,222.3 million in total assets under management, and the PIMCO Floating Income Fund, which has $3,738.2 million in total assets under management. Mr. Mewbourne also co-manages the PIMCO Global Multi-Asset Fund, which has $5,728.4 million in total assets under management.

⁽¹⁹⁾  Mr. Murata co-manages the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012.

⁽²⁰⁾  Effective October 1, 2012, Mr. Parikh co-manages the PIMCO Global Multi-Asset Fund, which had $5,728.4 million in total assets under management as of July 31, 2012.

⁽²¹⁾  Ms. Posch manages the PIMCO Emerging Markets Corporate Bond Fund, which has $377.7 million in total assets under management.

⁽²²⁾  Mr. Rodosky manages the PIMCO Extended Duration Fund, which has $373.7 million in total assets under management, the PIMCO Long Duration Total Return Fund, which has $5,775.1 million in total assets under management, the PIMCO Long-Term U.S. Government Fund, which has $1,578.7 million in total assets under management, and the PIMCO StocksPLUS^® Long Duration Fund, which has $525.3 million in total assets under management.

⁽²³⁾  Mr. Schneider manages the PIMCO Money Market Fund, which has $798.0 million in total assets under management, the PIMCO Short-Term Fund, which has $10,764.9 million in total assets under management, the PIMCO Government Money Market, which has $590.5 million in total assets under management, the PIMCO Treasury Money Market Fund, which has not commenced operations as of March 31, 2012, and the PIMCO Short Asset Investment Fund, which has not commenced operations as of March 31, 2012.

⁽²⁴⁾  Mr. Seidner manages the PIMCO International Fundamental IndexPLUS^® TR Strategy Fund, which has $597.4 million in total assets under management, and the PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund, which has $417.5 million in total assets under management. Mr. Seidner also manages the PIMCO Worldwide Fundamental Advantage TR Strategy Fund, which has not commenced operations as of March 31, 2012.

83

⁽²⁵⁾  Mr. Seksaria manages the PIMCO Real Income 2019 Fund^®, which has $29.1 million in total assets under management and the PIMCO Real Income 2029 Fund^®, which has $18.1 million in total assets under management.

⁽²⁶⁾  Mr. Simon manages the PIMCO GNMA Fund, which has $2,074.9 million in total assets under management and the PIMCO Mortgage-Backed Securities Fund, which has $532.6 million in total assets under management.

⁽²⁷⁾  Mr. Toloui manages the PIMCO Emerging Markets Bond Fund, which has $6,244.8 million in total assets under management. Mr. Toloui also co-manages the PIMCO Global Advantage^® Strategy Bond Fund, which has $4,253.8 million in total assets under management.

⁽²⁸⁾  Mr. Worah manages the PIMCO CommodityRealReturn Strategy Fund^®, which has $21,381.9 million in total assets under management, the PIMCO Real Return Fund, which has $22,600.6 million in total assets under management, the PIMCO Real Return Asset Fund, which has $2,443.5 million in total assets under management, the PIMCO RealEstateRealReturn Strategy Fund, which has $2,431.0 million in total assets under management, and the PIMCO Inflation Response Multi-Asset Fund, which has $39.6 million in total assets under management. Mr. Worah also co-manages the PIMCO Tax Managed Real Return Fund, which has $77.8 million in total assets under management.

Conflicts of Interest

From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCO’s other business activities and PIMCO’s possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.

Conflicts potentially limiting a Fund’s investment opportunities may also arise when the Fund and other PIMCO clients invest in different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting a Fund’s investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for a Fund. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between a Fund and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of a Fund.

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Funds and such other accounts on a fair and equitable basis over time.

PIMCO All Asset and PIMCO All Asset All Authority Funds. Because the PIMCO All Asset and the PIMCO All Asset All Authority Funds invest substantially all of their assets in the Underlying PIMCO Funds, Research Affiliates believes that the potential conflicts of interest discussed above are mitigated. However, if any PIMCO Sponsored Fund including, without limitation, the PIMCO Funds

84

of Funds, invests in the PIMCO EM Fundamental IndexPLUS^® TR Strategy Fund, PIMCO Fundamental Advantage Total Return Strategy Fund, PIMCO Fundamental IndexPLUS^® TR Fund, PIMCO International Fundamental IndexPLUS^® TR Strategy Fund or PIMCO Small Company Fundamental IndexPLUS^® TR Strategy Fund, Research Affiliates will waive any fee to which it would be entitled under the RAFI^® Sub-Advisory Agreement, EM Sub-Advisory Agreement or IF/SCF Sub-Advisory Agreement, as applicable, with respect to any assets of the PIMCO Sponsored Fund invested in such Fund. Accordingly, PIMCO and Research Affiliates believe that the potential conflicts of interest discussed above also are mitigated.

Portfolio Manager Compensation

PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm’s mission statement. The Total Compensation Plan includes an incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, discretionary performance bonus, and may include an equity or long term incentive component.

Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO’s deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee’s compensation. PIMCO’s contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

The Total Compensation Plan consists of three components:

• Base Salary - Base salary is determined based on core job responsibilities, positions/levels, and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or a significant change in the market. Base salary is paid in regular installments throughout the year and payment dates are in line with local practice.

• Performance Bonus - Performance bonuses are designed to reward individual performance. Each professional and his or her supervisor will agree upon performance objectives to serve as a basis for performance evaluation during the year. The objectives will outline individual goals according to pre-established measures of the group or department success. Achievement against these goals as measured by the employee and supervisor will be an important, but not exclusive, element of the Compensation Committee’s bonus decision process. Final award amounts are determined at the discretion of the Compensation Committee and will also consider firm performance.

• Equity or Long Term Incentive Compensation - Equity allows key professionals to participate in the long-term growth of the firm. This program provides mid to senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the firm’s long-term results. These options vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and option awards. PIMCO incorporates a progressive allocation of option awards as a percentage of total compensation which is in line with market practices.

In certain countries with significant tax implications for employees to participate in the M Unit Option Plan, PIMCO continues to use the Long Term Incentive Plan (“LTIP”) in place of the M Unit Option Plan. The LTIP provides cash awards that appreciate or depreciate based upon the performance of PIMCO’s performance over a three-year period. The aggregate amount available for distribution to participants is based upon PIMCO’s profit growth.

Participation in the M Unit Option Plan and LTIP is contingent upon continued employment at PIMCO.

In addition, the following non-exclusive list of qualitative criteria may be considered when specifically determining the total compensation for portfolio managers:

• 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups;

• Appropriate risk positioning that is consistent with PIMCO’s investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

• Amount and nature of assets managed by the portfolio manager;

• Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

85

• Generation and contribution of investment ideas in the context of PIMCO’s secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

• Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

• Contributions to asset retention, gathering and client satisfaction;

• Contributions to mentoring, coaching and/or supervising; and

• Personal growth and skills added.

A portfolio manager’s compensation is not based directly on the performance of any Fund or any other account managed by that portfolio manager.

Profit Sharing Plan. Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO’s net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individual’s overall contribution to the firm.

Research Affiliates. Robert D. Arnott, through his family trust, is the majority owner and sole voting member of Research Affiliates Global Holdings, LLC the sole member of Research Affiliates. Mr. Arnott receives a fixed base salary from Research Affiliates and periodic capital distributions from Research Affiliates Global Holdings. Capital distributions are not fixed, rather they are dependent upon profits generated by Research Affiliates. Mr. Arnott’s compensation as manager is not dependent on the performance of the Funds. Research Affiliates also has a defined benefit plan.

Securities Ownership

To the best of the Trust’s knowledge, the table below shows the dollar range of shares of the Funds beneficially owned as of March 31, 2012 (except as noted) by each portfolio manager of the Funds.

[Information pertaining to the PIMCO Emerging Markets Full Spectrum Bond Fund is to be provided by amendment.]

Portfolio Manager	Funds Managed by Portfolio Manager	Dollar Range of Shares Owned
Anderson1	PIMCO Mortgage Opportunities	N/A
Arnott	PIMCO All Asset	None
	PIMCO All Asset All Authority	Over 1,000,000
Balls	PIMCO Global Advantage® Strategy Bond	None
Bhansali	PIMCO Global Multi-Asset	$1 - $10,000
	PIMCO RealRetirement® Income and Distribution	None
	PIMCO RealRetirement® 2015	None
	PIMCO RealRetirement® 2020	None
	PIMCO RealRetirement® 2025	None
	PIMCO RealRetirement® 2030	None
	PIMCO RealRetirement® 2035	None
	PIMCO RealRetirement® 2040	None
	PIMCO RealRetirement® 2045	None
	PIMCO RealRetirement® 2050	None
Deane2	PIMCO California Intermediate Municipal Bond	None
	PIMCO California Municipal Bond	N/A
	PIMCO California Short Duration Municipal Income	None
	PIMCO High Yield Municipal Bond	None
	PIMCO Municipal Bond	None
	PIMCO National Intermediate Municipal Bond	N/A
	PIMCO New York Municipal Bond	None
	PIMCO Tax Managed Real Return Fund	None
Dialynas	PIMCO International StocksPLUS® TR Strategy (U.S. Dollar-Hedged)	None
	PIMCO Unconstrained Bond	Over $1,000,000
	PIMCO Unconstrained Tax Managed	None
El-Erian	PIMCO Global Advantage® Strategy Bond	Over $1,000,000
	PIMCO Global Multi Asset	Over $1,000,000
Gomez	PIMCO Emerging Local Bond	$100,001 - $500,000
	PIMCO Emerging Markets Bond	None
	PIMCO Emerging Markets Currency	$100,001 - $500,000
Gross	PIMCO EM Fundamental IndexPLUS® TR Strategy	None

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Portfolio Manager	Funds Managed by Portfolio Manager	Dollar Range of Shares Owned
	PIMCO Fundamental Advantage Total Return Strategy	None
	PIMCO Fundamental IndexPLUS® TR	None
	PIMCO International StocksPLUS® TR Strategy (Unhedged)	None
	PIMCO Low Duration	None
	PIMCO Low Duration II	None
	PIMCO Low Duration III	None
	PIMCO Moderate Duration	None
	PIMCO Small Caps StocksPLUS® TR	None
	PIMCO StocksPLUS®	None
	PIMCO StocksPLUS® Total Return	None
	PIMCO StocksPLUS® TR Short Strategy	None
	PIMCO Total Return	Over $1,000,000
	PIMCO Total Return II	None
	PIMCO Total Return III	None
	PIMCO Total Return IV	None
Horne	PIMCO Convertible	None
Hyman3	PIMCO GNMA	None
	PIMCO Mortgage-Backed Securities	None
	PIMCO Mortgage Opportunities	N/A
Ivascyn	PIMCO Income	Over $1,000,000
Jessop	PIMCO High Yield	$1 - $10,000
	PIMCO High Yield Spectrum	None
Johnson	PIMCO CommoditiesPLUS® Strategy	None
	PIMCO CommoditiesPLUS® Short Strategy	None
Kiesel	PIMCO Investment Grade Corporate	$1 - $10,000
	PIMCO Long-Term Credit	None
	PIMCO Credit Absolute Return	$1 - $10,000
MacLean	PIMCO Senior Floating Rate	N/A
Mather	PIMCO Foreign Bond (Unhedged)	None
	PIMCO Foreign Bond (U.S. Dollar-Hedged)	None
	PIMCO Global Bond (Unhedged)	None
	PIMCO Global Bond (U.S. Dollar-Hedged)	None
Mewbourne	PIMCO Diversified Income	Over $1,000,000
	PIMCO Emerging Markets Bond	$1 - $10,000
	PIMCO Floating Income	$100,001 - $500,000
	PIMCO Global Multi-Asset	Over $1,000,000
Murata4	PIMCO Mortgage Opportunities	N/A
Parikh5	PIMCO Global Multi-Asset	None
Posch	PIMCO Emerging Markets Corporate Bond	$100,001 - $500,000
Rodosky	PIMCO Extended Duration	None
	PIMCO Long Duration Total Return	None
	PIMCO Long-Term U.S. Government	None
	PIMCO StocksPLUS® Long Duration	None
Schneider6	PIMCO Government Money Market	None
	PIMCO Money Market	None
	PIMCO Short Asset Investment	N/A
	PIMCO Short-Term	None
	PIMCO Treasury Money Market	N/A
Seidner7	PIMCO International Fundamental IndexPLUS® TR Strategy	None
	PIMCO Small Company Fundamental IndexPLUS® TR Strategy	None
	PIMCO Worldwide Fundamental Advantage TR Strategy Fund	N/A
Simon	PIMCO GNMA	None
	PIMCO Mortgage-Backed Securities	Over $1,000,000
Seksaria	PIMCO Real Income 2019®	None
	PIMCO Real Income 2029®	None
Toloui	PIMCO Emerging Markets Bond	$50,001 - $100,000
	PIMCO Global Advantage® Strategy Bond	$1 - $10,000
Worah	PIMCO CommodityRealReturn Strategy	$100,001 - $500,000
	PIMCO Inflation Response Multi-Asset	None
	PIMCO Real Return	$50,001 - $100,000
	PIMCO Real Return Asset	None

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Portfolio Manager	Funds Managed by Portfolio Manager	Dollar Range of Shares Owned
	PIMCO RealEstateRealReturn Strategy	None
	PIMCO Tax Managed Real Return	$100,001 - $500,000

⁽¹⁾  Mr. Anderson is the co-portfolio manager of the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012.

⁽²⁾  Mr. Deane manages the PIMCO California Municipal Bond Fund and PIMCO National Intermediate Municipal Bond Fund, each of which had not commenced operations as of March 31, 2012.

⁽³⁾  Effective July 31, 2012, Daniel Hyman is the co-portfolio manager of the PIMCO GNMA Fund and the PIMCO Mortgage-Backed Securities Fund. Mr. Hyman is the co-portfolio manager of the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012. Information pertaining to Mr. Hyman is as of June 30, 2012.

⁽⁴⁾  Mr. Murata is the co-portfolio manager of the PIMCO Mortgage Opportunities Fund, which had not commenced operations as of March 31, 2012.

⁽⁵⁾  Effective October 1, 2012, Mr. Parikh is a co-portfolio manager of the PIMCO Global Multi-Asset Fund. Information pertaining to Mr. Parikh is as of June 30, 2012.

⁽⁶⁾  Mr. Schneider manages the PIMCO Short Asset Investment Fund and the PIMCO Treasury Money Market Fund, each of which had not commenced operations as of March 31, 2012.

⁽⁷⁾  Mr. Seidner manages the PIMCO Worldwide Fundamental Advantage TR Strategy Fund, which had not commenced operations as of March 31, 2012.

DISTRIBUTION OF TRUST SHARES

Distributor and Multi-Class Plan

PIMCO Investments LLC (the “Distributor”) serves as the principal underwriter in the continuous public offering of each class of the Trust’s shares pursuant to a distribution contract (“Distribution Contract”) with the Trust which is subject to annual approval by the Board of Trustees. The Distributor is a wholly-owned subsidiary of PIMCO and an indirect subsidiary of Allianz Asset Management. The Distributor does not participate in the distribution of non-PIMCO products. Furthermore, representatives of the Distributor may also be employees or associated persons of PIMCO. Because of the Distributor’s affiliation with PIMCO, certain conflicts of interests may arise from time to time. The Distributor, located at 1633 Broadway, New York, NY 10019, is a broker-dealer registered with the SEC and is a member of FINRA. Please note all account requests should be mailed to the Trust’s transfer agent and should not be mailed to the Distributor. The Distribution Contract is terminable with respect to a Fund or a class without penalty, at any time, by the Fund or class by not more than 60 days’ nor less than 30 days’ written notice to the Distributor, or by the Distributor upon not more than 60 days’ nor less than 30 days’ written notice to the Trust. The Distributor is not obligated to sell any specific amount of Trust shares.

The Distribution Contract will continue in effect with respect to each Fund and each class of shares thereof for successive one-year periods, provided that each such continuance is specifically approved: (i) by the vote of a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the Distribution Contract, the Supervision and Administration Agreement or the Distribution and Servicing Plans described below; and (ii) by the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose. If the Distribution Contract is terminated (or not renewed) with respect to one or more Funds or classes thereof, it may continue in effect with respect to any class of any Fund as to which it has not been terminated (or has been renewed).

The Trust generally does not offer or sell its shares outside of the United States, except to certain investors in approved jurisdictions and in conformity with local legal requirements.

The Trust has adopted a Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act. Under the Multi-Class Plan, shares of each class of each Fund represent an equal pro rata interest in such Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class has a different designation; (b) each class of shares bears any class-specific expenses allocated to it; and (c) each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution or service arrangements, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

Each class may, at the Board of Trustees’ discretion, pay a different share of distribution or shareholder servicing expenses, but not including advisory or custodial fees or other expenses related to the management of the Trust’s assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than the other classes. All other expenses are allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the particular Fund. In addition, each class may have a differing sales charge structure, and differing exchange and conversion features.

88

The Trust may offer up to nine classes of shares: Class A, Class B, Class C, Class D, Class M, Class P, Class R, the Institutional Class and Administrative Class. Effective November 1, 2009, Class B shares of the Funds are no longer available for purchase, except through exchanges and dividend reinvestments.

Class A and Class C shares of the Trust are generally offered through firms (“participating brokers”) which are members of FINRA and which have dealer agreements with the Distributor, but may include other financial firms.

Class D shares are generally offered to clients of financial firms with which the Distributor has an agreement for the use of PIMCO Funds in particular investment products, programs or accounts such as mutual fund supermarkets or other no transaction fee platforms or for which a fee may be charged.

Class M shares are generally offered for direct investment by investors such as pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations, high net worth individuals and through intermediary trading platforms and portals that provide specialized sub-accounting and shareholder processing services.

Class P shares are offered through certain asset allocation, wrap fee and other similar programs offered by broker-dealers and other financial firms. Broker-dealers, other financial firms, pension and profit-sharing plans, employee benefit trusts and employee benefit plan alliances also may purchase Class P shares. These entities may purchase Class P shares only in the plan or program for which the shares are being acquired and will not require the Fund to pay any type of administrative payment per participant account to any third party.

Class R shares generally are available only to 401(k) plans, 457 plans, employer sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, non-qualified deferred compensation plans and other accounts whereby the plan or the plan’s financial service firm has an agreement with the Distributor or the Administrator to utilize Class R shares in certain investment products or programs (collectively, “specified benefit plans”). In addition, Class R shares also are generally available only to specified benefit plans where Class R shares are held on the books of the Funds through omnibus accounts (either at the plan level or at the level of the financial service firm). Class R shares are not available to retail or institutional non-retirement accounts, traditional and Roth IRAs (except through omnibus accounts), Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, or individual 403(b) plans. Financial firms may provide or arrange for the provision of some or all of the shareholder servicing, account maintenance and other services required by specified benefit plan accounts and their plan participants, for which fees or expenses may be charged in addition to those described in the Prospectus and Statement of Additional Information.

Institutional Class shares are offered primarily for direct investment by investors such as pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations and high net worth individuals. Institutional Class shares also may be offered through certain financial firms that charge their customers transaction or other fees with respect to the customer’s investment in the Funds.

Administrative Class shares are offered primarily through employee benefit plan alliances, broker-dealers, and other financial firms, and each Fund pays service or distribution fees to such entities for services they provide to Administrative Class shareholders.

Initial Sales Charge and Contingent Deferred Sales Charge

As described in the Class A, B and C Prospectuses under the caption “Classes of Shares—Class A, B, C and R Shares,” Class A shares of the Trust (except with respect to the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds (the “PIMCO Money Funds”)) are sold pursuant to an initial sales charge, which declines as the amount of purchase reaches certain defined levels. For the fiscal years ended March 31, 2012, March 31, 2011 and March 31, 2010, the Distributor received an aggregate of $82,518,058, $113,757,619, and $118,858,634, respectively, and retained $11,355,625, $15,232,987, and $16,569,370 respectively, in initial sales charges paid by Class A shareholders of the Trust.

Each Fund may sell its Class A shares at net asset value without an initial sales charge to certain categories of investors, including current or retired officers, trustees, directors or employees of the Trust, PIMCO or the Distributor. The Trust believes that this arrangement encourages those persons to invest in the Funds, which further aligns the interest of the Funds and those persons.

As described in the Class A, B and C Prospectuses under the caption “Classes of Shares—Class A, B, C and R Shares,” a contingent deferred sales charge is imposed upon certain redemptions of the Class A, Class B and Class C shares. No contingent deferred sales charge is currently imposed upon redemptions of Class D, Class M, Class P, Class R, Institutional Class, or Administrative Class shares. Because contingent deferred sales charges are calculated on a fund-by-fund and class-by-class basis, shareholders should consider whether to exchange shares of one fund for shares of another fund or exchange one share class for another share class in the same fund (an “intra-fund exchange”) prior to redeeming an investment if such an exchange or intra-fund exchange would reduce the contingent deferred sales charge applicable to such redemptions.

89

During the fiscal years ended March 31, 2012, March 31, 2011 and March 31, 2010, the Distributor received the following aggregate amounts in contingent deferred sales charges on Class A shares, Class B shares and Class C shares of the Funds:

		Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
Class A	$	2,051,570	$	3,593,805	$	1,316,271
Class B		798,641		1,221,520		1,441,923
Class C		4,584,453		7,149,118		4,241,366

In certain cases described in the Class A, B and C Prospectuses, the contingent deferred sales charge is waived on redemptions of Class A, Class B or Class C shares for certain classes of individuals or entities on account of: (i) the fact that the Trust’s sales-related expenses are lower for certain of such classes than for classes for which the contingent deferred sales charge is not waived; (ii) waiver of the contingent deferred sales charge with respect to certain of such classes is consistent with certain Internal Revenue Code policies concerning the favored tax treatment of accumulations; and (iii) with respect to certain of such classes, considerations of fairness, and competitive and administrative factors.

Distribution and Servicing Plans for Class A, Class B, Class C and Class R Shares

Class A, Class C and Class R shares are continuously offered through participating brokers, their correspondent brokers and other financial firms. Class B shares of the Trust are no longer available for purchase to new investors or existing shareholders (except through reinvested dividends and exchanges).

Pursuant to separate Distribution and Servicing Plans for Class A, Class B, Class C, and Class R shares (the “Retail Plans”), the Distributor receives distribution fees from the Trust, and in connection with personal services rendered to Class A, Class B, Class C and Class R shareholders of the Trust and the maintenance of shareholder accounts, the Distributor receives servicing fees from the Trust. Subject to the percentage limitations on these distribution and servicing fees set forth below, the distribution and servicing fees may be paid with respect to services rendered and expenses borne in the past with respect to Class A, Class B, Class C and Class R shares as to which no distribution and servicing fees were paid on account of such limitations. As described in the Class A, B, C and R Prospectuses, the Distributor pays: (i) all or a portion of the distribution fees it receives from the Trust to participating brokers, and (ii) all or a portion of the servicing fees it receives from the Trust to participating brokers, certain banks and other financial firms.

The Distributor makes distribution and servicing payments to participating brokers and servicing payments to certain banks and other financial firms as well as retirement plans, their service providers and their sponsors in connection with the sale of Class B, Class C and Class R shares and servicing payments to participating brokers, certain banks and other financial firms in connection with the sale of Class A shares. In the case of Class A shares, participating brokers receive a portion of the front-end sales charge set forth in the tables below under the caption “Initial Sales Charge Alternative—Class A Shares” except in cases where Class A shares are sold without a front-end sales charge (although the Distributor may pay participating brokers an advance/upfront commission in connection with sales of Class A shares without a sales charge). In the case of Class B shares, participating brokers and other financial intermediaries are compensated by an advance of a sales commission by the Distributor. In the case of Class C shares, part or all of the first year’s distribution and servicing fee is generally paid at the time of sale. Pursuant to a Distribution Contract with the Trust, with respect to each Fund’s Class A, Class B, Class C and Class R shares, the Distributor bears various other promotional and sales related expenses, including the cost of printing and mailing Prospectuses to persons other than current shareholders.

The Retail Plans were adopted pursuant to Rule 12b-l under the 1940 Act and are of the type known as “compensation” plans. This means that, although the Trustees of the Trust are expected to take into account the expenses of the Distributor and its predecessors in their periodic review of the Retail Plans, the fees are payable to compensate the Distributor for services rendered even if the amount paid exceeds the Distributor’s expenses.

The distribution fee applicable to Class B, Class C and Class R shares may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of Class B, Class C or Class R shares, respectively, including compensation to, and expenses (including overhead and telephone expenses) of, registered representatives or other employees of the Distributor or of participating brokers who engage in sales of Class B, Class C or Class R shares, printing of Prospectuses and reports for other than existing Class B, Class C or Class R shareholders, advertising, and preparation, printing and distribution of sales literature. The servicing fee, applicable to Class A, Class B, Class C and Class R shares of the Trust, may be spent by the Distributor on personal services rendered to shareholders of the Trust and the maintenance of shareholder accounts, including compensation to, and expenses (including telephone and overhead expenses) of, financial advisors or other employees of participating brokers, certain banks and other financial firms as well as retirement plans, their service providers and their sponsors who provide services to plan participants, who aid in the processing of purchase or redemption requests or the processing of dividend payments, who provide information periodically to shareholders showing their positions in a Fund’s shares, who forward communications from the Trust to shareholders, who render advice concerning the suitability of particular investment opportunities offered by the Trust in light of the shareholders’ needs, who provide and maintain elective shareholder services such as check writing and wire transfer services, who provide and maintain pre-authorized investment plans for shareholders, who act as sole shareholder of record and nominee for shareholders, who

90

respond to inquiries from shareholders relating to such services, or who train personnel in the provision of such services or who provide such similar services as permitted under applicable statutes, rules or regulations. Distribution and servicing fees also may be spent on interest payments relating to unreimbursed distribution or servicing expenses from prior years.

Many of the Distributor’s sales and servicing efforts involve the Trust as a whole, so that fees paid by Class A, Class B, Class C or Class R shares of any Fund may indirectly support sales and servicing efforts relating to the other Funds’ shares of the same class and vice versa. In reporting its expenses to the Trustees, the Distributor itemizes expenses that relate to the distribution and/or servicing of a single Fund’s shares, and allocates other expenses among the Funds based on their relative net assets. Expenses allocated to each Fund are further allocated among its classes of shares annually based on the relative sales of each class, except for any expenses that relate only to the distribution or servicing of a single class. The Distributor may make payments to participating brokers (and with respect to servicing fees only, to certain banks and other financial firms) of up to the following percentages annually of the average daily net assets attributable to shares in the accounts of their customers or clients:

Fund	Servicing Fee1	Distribution Fee1
Class A
PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds	0.10%	None
All other Funds	0.25%	None
Class B2
All Funds	0.25%	0.75%
Class C - Shares purchased on or after 7/1/913
PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds	0.10%	None
PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds	0.25%	0.30%
PIMCO Municipal Bond, PIMCO Real Income 2019®, PIMCO Real Income 2029®, PIMCO Real Return, PIMCO StocksPLUS® and PIMCO Tax Managed Real Return Funds	0.25%	0.50%
All other Funds	0.25%	0.75%
Class C - Shares purchased prior to 7/1/91
PIMCO Money Market Fund	0.10%	None
All other Funds	0.25%	None
Class R
PIMCO Government Money Market Fund	0.25%	None
All other Funds	0.25%	0.25%

⁽¹⁾  Applies, in part, to Class A, Class B and Class C shares of the Trust issued to former shareholders of PIMCO Advisors Funds in connection with the reorganizations/mergers of series of PIMCO Advisors Funds as/with Funds of the Trust in a transaction which took place on January 17, 1997.

⁽²⁾  Payable only with respect to shares outstanding for one year or more.

⁽³⁾  Payable only with respect to shares outstanding for one year or more except in the case of shares for which no payment is made to the party at the time of sale.

Some or all of the sales charges, distribution fees and servicing fees described above are paid or “reallowed” to the broker, dealer, bank, trust company, insurance company or retirement plan administrator or other service provider (collectively, “financial firms”) through which you purchase your shares. A financial firm is one that, in exchange for compensation, sells, among other products, mutual fund shares (including shares of the Trust) or provides services for mutual fund shareholders.

If in any year the Distributor’s expenses incurred in connection with the distribution of Class B, Class C and Class R shares and, for Class A, Class B, Class C and Class R shares, in connection with the servicing of shareholders and the maintenance of shareholder accounts, exceed the distribution and/or servicing fees paid by the Trust, the Distributor would recover such excess only if the Retail Plan with respect to such class of shares continues to be in effect in some later year when the distribution and/or servicing fees exceed the Distributor’s expenses. The Trust is not obligated to repay any unreimbursed expenses that may exist at such time, if any, as the relevant Retail Plan terminates.

Each Retail Plan may be terminated with respect to any Fund to which the Plan relates by vote of a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plan or the Distribution Contract (“Disinterested Trustees”) or by vote of a majority of the outstanding voting securities of the relevant class of that Fund. Any change in any Retail Plan that would materially increase the cost to the class of shares of any Fund to which the Plan relates requires approval by the affected class of shareholders of that Fund. The Trustees review quarterly written

91

reports of such costs and the purposes for which such costs have been incurred. Each Retail Plan may be amended by vote of the Disinterested Trustees cast in person at a meeting called for the purpose. As long as the Retail Plans are in effect, selection and nomination of those Trustees who are not interested persons of the Trust shall be committed to the discretion of such Disinterested Trustees.

The Retail Plans will continue in effect with respect to each Fund and each class of shares thereof for successive one-year periods, provided that each such continuance is specifically approved: (i) by the vote of a majority of the Disinterested Trustees; and (ii) by the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose.

The Retail Plans went into effect for the Trust in January 1997 (December 2002 for Class R shares). If a Retail Plan is terminated (or not renewed) with respect to one or more Funds, it may continue in effect with respect to any class of any Fund as to which it has not been terminated (or has been renewed).

The Trustees believe that the Retail Plans will result in greater sales and/or fewer redemptions of Trust shares, although it is impossible to know for certain the level of sales and redemptions of Trust shares that would occur in the absence of the Retail Plans or under alternative distribution schemes. Although the Funds’ expenses are essentially fixed, the Trustees believe that the effect of the Retail Plans on sales and/or redemptions may benefit the Trust by reducing Fund expense ratios and/or by affording greater flexibility to portfolio managers. From time to time, expenses of the Distributor incurred in connection with the sale of Class B, Class C and Class R shares of the Funds, and in connection with the servicing of Class B, Class C and Class R shareholders of the Funds and the maintenance of shareholder accounts, may exceed the distribution and servicing fees collected by the Distributor. The Trustees consider such unreimbursed amounts, among other factors, in determining whether to cause the Funds to continue payments of distribution and servicing fees in the future with respect to Class B, Class C and Class R shares.

As compensation for services rendered and borne by the Distributor in connection with personal services rendered to Class R shareholders of the Trust and the maintenance of Class R shareholder accounts (including in each case the accounts of plan participants where shares are held by a retirement plan or its financial firm through an omnibus account), the Trust pays the Distributor servicing fees up to the current rate of 0.25% annually and distribution fees up to the current rate of 0.25% annually (each calculated as a percentage of each Fund’s average daily net assets attributable to Class R shares serviced by the financial firm).

Payments Pursuant to Class A Plan

For the fiscal years ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid the Distributor an aggregate of $136,633,710, $126,062,693, and $90,870,969, respectively, pursuant to the Distribution and Servicing Plan for Class A shares, of which the indicated amounts were attributable to the following operational Funds:

Fund		Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund	$	4,812,385	$	3,695,243	$	2,671,322
PIMCO All Asset All Authority Fund		6,759,875		4,007,777		1,667,849
PIMCO California Intermediate Municipal Bond Fund		121,161		88,588		92,752
PIMCO California Short Duration Municipal Income Fund		403,174		461,110		192,980
PIMCO CommoditiesPLUS® Short Strategy Fund		738		39		N/A
PIMCO CommoditiesPLUS® Strategy Fund		75,201		2,750		N/A
PIMCO CommodityRealReturn Strategy Fund®		6,470,445		5,284,870		3,690,080
PIMCO Convertible Fund		2,955		0		0
PIMCO Credit Absolute Return Fund		16,338		N/A		N/A
PIMCO Diversified Income Fund		593,968		414,465		250,521
PIMCO Emerging Local Bond Fund		1,458,688		794,981		149,003
PIMCO Emerging Markets Bond Fund		1,247,451		1,088,657		661,887
PIMCO Emerging Markets Corporate Bond Fund		54		0		0
PIMCO Emerging Markets Currency Fund		534,544		549,477		471,371
PIMCO Floating Income Fund		472,535		390,474		188,070
PIMCO Foreign Bond Fund (Unhedged)		1,030,443		773,136		580,192
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		905,922		746,180		513,974
PIMCO Fundamental Advantage Total Return Strategy Fund		236,468		158,170		15,294
PIMCO Fundamental IndexPLUS® TR Fund		180,724		80,740		22,796
PIMCO Global Advantage® Strategy Bond Fund		283,254		213,022		91,532
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		106,088		85,044		50,982
PIMCO Global Multi-Asset Fund		2,925,057		1,825,392		680,889
PIMCO GNMA Fund		1,508,750		1,291,006		980,636

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Fund	Year Ended 3/31/2012	Year Ended 3/31/2011	Year Ended 3/31/2010
PIMCO Government Money Market Fund	4,071(1)	1,353(2)	203(3)
PIMCO High Yield Fund	3,044,482	2,833,516	2,101,069
PIMCO High Yield Municipal Bond Fund	259,481	234,838	197,033
PIMCO High Yield Spectrum Fund	5,704	737	N/A
PIMCO Income Fund	1,562,231	380,459	55,547
PIMCO Inflation Response Multi-Asset Fund	960	N/A	N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)	16,319	9,523	6,180
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)	37,013	45,473	24,720
PIMCO Investment Grade Corporate Bond Fund	2,353,376	1,807,775	1,302,329
PIMCO Long-Term U.S. Government Fund	549,574	528,291	490,503
PIMCO Low Duration Fund	8,799,894	8,354,572	5,447,841
PIMCO Money Market Fund	190,146(4)	169,778(5)	154,316(6)
PIMCO Mortgage-Backed Securities Fund	214,450	293,867	264,874
PIMCO Municipal Bond Fund	397,843	298,106	276,006
PIMCO New York Municipal Bond Fund	104,506	114,897	90,812
PIMCO Real Income 2019 Fund®	22,280	9,510	939
PIMCO Real Income 2029 Fund®	5,801	1,080	95
PIMCO Real Return Fund	11,634,021	10,323,479	8,581,427
PIMCO RealEstateRealReturn Strategy Fund	253,599	106,633	44,195
PIMCO RealRetirement® 2015 Fund	661	N/A	N/A
PIMCO RealRetirement® 2020 Fund	6,095	3,670	1,602
PIMCO RealRetirement® 2025 Fund	346	N/A	N/A
PIMCO RealRetirement® 2030 Fund	3,496	1,729	615
PIMCO RealRetirement® 2035 Fund	35	N/A	N/A
PIMCO RealRetirement® 2040 Fund	3,362	1,219	292
PIMCO RealRetirement® 2045 Fund	2	N/A	N/A
PIMCO RealRetirement® 2050 Fund	958	321	94
PIMCO RealRetirement® Income and Distribution Fund	11,071	3,852	1,325
PIMCO Senior Floating Rate Fund	5,792(7)	N/A	N/A
PIMCO Short Duration Municipal Income Fund	312,535	447,128	331,008
PIMCO Short-Term Fund	3,085,978	3,591,956	2,619,542
PIMCO Small Cap StocksPLUS® TR Fund	138,804	79,143	10,356
PIMCO StocksPLUS® Fund	185,309	161,151	146,285
PIMCO StocksPLUS® Total Return Fund	173,723	126,660	39,770
PIMCO StocksPLUS® TR Short Strategy Fund	474,320	555,901	231,655
PIMCO Tax Managed Real Return Fund	13,281	2,405	88
PIMCO Total Return Fund	66,379,451	68,540,224	54,110,092
PIMCO Total Return Fund IV	2,136(8)	N/A	N/A
PIMCO Unconstrained Bond Fund	6,025,663	4,923,898	1,338,334
PIMCO Unconstrained Tax Managed Bond Fund	208,723	138,829	24,156

⁽¹⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $4,059 and the Fund’s net payment pursuant to the Class A plan was $12.

⁽²⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $1,353 and the Fund’s net payment pursuant to the Class A plan was $0.

⁽³⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $203 and the Fund’s net payment pursuant to the Class A plan was $0.

⁽⁴⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $190,055 and the Fund’s net payment pursuant to the Class A plan was $91.

⁽⁵⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $169,778 and the Fund’s net payment pursuant to the Class A plan was $0.

⁽⁶⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $154,316 and the Fund’s net payment pursuant to the Class A plan was $0.

⁽⁷⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $1 and the Fund’s net payment pursuant to the Class A plan was $5,791.

⁽⁸⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $5 and the Fund’s net payment pursuant to the Class A plan was $2,131.

During the fiscal year ended March 31, 2012, the amounts collected pursuant to the Distribution and Servicing Plan for Class A shares were used as follows: sales commissions and other compensation to sales personnel, $119,253,899; preparing, printing and distributing sales material and advertising (including preparing, printing and distributing Prospectuses to non-shareholders), and other expenses (including data processing, legal and operations), $17,379,807

93

These totals, if allocated among: (i) sales commissions and compensation; and (ii) sales materials and other expenses for each operational Fund, were as follows:

Fund		Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO All Asset Fund	$	4,200,250	$	612,135	$	4,812,385
PIMCO All Asset All Authority Fund		5,900,019		859,856		6,759,875
PIMCO California Intermediate Municipal Bond Fund		105,749		15,412		121,161
PIMCO California Short Duration Municipal Income Fund		351,890		51,284		403,174
PIMCO CommoditiesPLUS® Short Strategy Fund		644		94		738
PIMCO CommoditiesPLUS® Strategy Fund		65,635		9,566		75,201
PIMCO CommodityRealReturn Strategy Fund®		5,647,404		823,041		6,470,445
PIMCO Convertible Fund		2,579		376		2,955
PIMCO Credit Absolute Return Fund		14,260		2,078		16,338
PIMCO Diversified Income Fund		518,415		75,553		593,968
PIMCO Emerging Local Bond Fund		1,273,143		185,545		1,458,688
PIMCO Emerging Markets Bond Fund		1,088,775		158,676		1,247,451
PIMCO Emerging Markets Corporate Bond Fund		47		7		54
PIMCO Emerging Markets Currency Fund		466,550		67,994		534,544
PIMCO Floating Income Fund		412,429		60,106		472,535
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		790,689		115,233		905,922
PIMCO Foreign Bond Fund (Unhedged)		899,371		131,072		1,030,443
PIMCO Fundamental Advantage Total Return Strategy Fund		206,389		30,079		236,468
PIMCO Fundamental IndexPLUS®TR Fund		157,736		22,988		180,724
PIMCO Global Advantage® Strategy Bond Fund		247,224		36,030		283,254
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		92,594		13,494		106,088
PIMCO Global Multi-Asset Fund		2,552,990		372,067		2,925,057
PIMCO GNMA Fund		1,316,837		191,913		1,508,750
PIMCO Government Money Market Fund		3,553		518		4,071
PIMCO High Yield Fund		2,657,224		387,258		3,044,482
PIMCO High Yield Municipal Bond Fund		226,475		33,006		259,481
PIMCO High Yield Spectrum Fund		4,978		726		5,704
PIMCO Income Fund		1,363,515		198,716		1,562,231
PIMCO Inflation Response Multi-Asset Fund		838		122		960
PIMCO International StocksPLUS®TR Strategy Fund (U.S. Dollar-Hedged)		32,305		4,708		37,013
PIMCO International StocksPLUS®TR Strategy Fund (Unhedged)		14,243		2,076		16,319
PIMCO Investment Grade Corporate Bond		2,054,027		299,349		2,353,376
PIMCO Long-Term U.S. Government Fund		479,668		69,906		549,574
PIMCO Low Duration Fund		7,680,547		1,119,346		8,799,894
PIMCO Money Market Fund		165,959		24,187		190,146
PIMCO Mortgage-Backed Securities Fund		187,172		27,278		214,450
PIMCO Municipal Bond Fund		347,237		50,606		397,843
PIMCO New York Municipal Bond Fund		91,213		13,293		104,506
PIMCO Real Income 2019 Fund®		19,446		2,834		22,280
PIMCO Real Income 2029 Fund®		5,063		738		5,801
PIMCO Real Return Fund		10,154,173		1,479,847		11,634,021
PIMCO RealEstateRealReturn Strategy Fund		221,341		32,258		253,599
PIMCO RealRetirement® Income and Distribution Fund		9,663		1,408		11,071
PIMCO RealRetirement®2015 Fund		577		84		661
PIMCO RealRetirement®2020 Fund		5,320		775		6,095
PIMCO RealRetirement®2025 Fund		302		44		346
PIMCO RealRetirement®2030 Fund		3,051		445		3,496
PIMCO RealRetirement®2035 Fund		31		4		35
PIMCO RealRetirement®2040 Fund		2,934		428		3,362
PIMCO RealRetirement®2045 Fund		2		0		2
PIMCO RealRetirement®2050 Fund		836		122		958
PIMCO Senior Floating Rate Fund		5,055		737		5,792

94

Fund		Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO Short Duration Municipal Income Fund		272,781		39,754		312,535
PIMCO Short-Term Fund		2,693,442		392,536		3,085,978
PIMCO Small Cap StocksPLUS®TR		121,148		17,656		138,804
PIMCO StocksPLUS®Fund		161,738		23,571		185,309
PIMCO StocksPLUS®Total Return Fund		151,625		22,098		173,723
PIMCO StocksPLUS®TR Short Strategy		413,986		60,334		474,320
PIMCO Tax Managed Real Return Fund		11,592		1,689		13,281
PIMCO Total Return Fund		57,935,983		8,443,466		66,379,449
PIMCO Total Return Fund IV		1,864		272		2,136
PIMCO Unconstrained Bond Fund		5,259,199		766,464		6,025,663
PIMCO Unconstrained Tax Managed Bond Fund		182,173		26,550		208,723
	$	119,253,899	$	17,379,807	$	136,633,706

Payments Pursuant to Class B Plan

For the fiscal years ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid the Distributor an aggregate of $7,737,762, $14,876,960, and $21,650,636, respectively, pursuant to the Distribution and Servicing Plan for Class B shares, of which the indicated amounts were attributable to the following operational Funds:

Fund	Year Ended 3/31/2012	Year Ended 3/31/2011	Year Ended 3/31/2010
PIMCO All Asset Fund	$638,444	$1,089,983	$1,501,064
PIMCO CommodityRealReturn Strategy Fund®	748,035	965,887	1,046,886
PIMCO Diversified Income Fund	117,627	200,395	265,179
PIMCO Emerging Markets Bond Fund	149,450	316,838	420,962
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)	20,742	66,300	116,374
PIMCO Global Bond Fund (U.S. Dollar-Hedged)	9,252	24,509	41,881
PIMCO GNMA Fund	132,264	263,800	400,309
PIMCO High Yield Fund	365,330	1,012,725	1,572,432
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)	13,942	27,395	36,096
PIMCO Long-Term U.S. Government Fund	56,679	125,308	220,423
PIMCO Low Duration Fund	158,011	540,843	976,981
PIMCO Money Market Fund	89,640(1)	214,857(2)	484,946(3)
PIMCO Mortgage-Backed Securities Fund	21,703	64,074	105,801
PIMCO Municipal Bond Fund	22,115	66,243	126,244
PIMCO Real Return Fund	827,455	2,251,048	3,623,961
PIMCO RealEstateRealReturn Strategy Fund	29,038	32,612	29,195
PIMCO Short-Term Fund	19,115(4)	33,052(5)	78,874(6)
PIMCO StocksPLUS® Fund	36,273	63,676	85,917
PIMCO StocksPLUS® Total Return Fund	28,886	50,875	70,229
PIMCO Total Return Fund	4,253,761	7,466,540	10,446,882

⁽¹⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $89,636 and the Fund’s net payment pursuant to the Class B plan was $4.

⁽²⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $214,857 and the Fund’s net payment pursuant to the Class B plan was $0.

⁽³⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $484,946 and the Fund’s net payment pursuant to the Class B plan was $0.

⁽⁴⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $42 and the Fund’s net payment pursuant to the Class B plan was $19,073.

⁽⁵⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $3,865 and the Fund’s net payment pursuant to the Class B plan was $29,187.

⁽⁶⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $1,689 and the Fund’s net payment pursuant to the Class B plan was $77,185.

During the fiscal year ended March 31, 2012, the amounts collected pursuant to the Distribution and Servicing Plan for Class B shares were used as follows: sales commissions and other compensation to sales personnel, $6,753,520; preparing, printing and distributing sales material and advertising (including preparing, printing and distributing Prospectuses to non-shareholders), and other expenses (including data processing, legal and operations), $984,244.

95

These totals, if allocated among: (i) sales commissions and compensation; and (ii) sales materials and other expenses for each operational Fund, were as follows:

Fund	Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO All Asset Fund	$	557,234	$	81,210	$	638,444
PIMCO CommodityRealReturn Strategy Fund®		652,885		95,150		748,035
PIMCO Diversified Income Fund		102,665		14,962		117,627
PIMCO Emerging Markets Bond Fund		130,440		19,010		149,450
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		18,104		2,638		20,742
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		8,075		1,177		9,252
PIMCO GNMA Fund		115,440		16,824		132,264
PIMCO High Yield Fund		318,860		46,470		365,330
PIMCO International StocksPLUS®TR Strategy Fund (U.S. Dollar-Hedged)		12,169		1,773		13,942
PIMCO Long-Term U.S. Government Fund		49,469		7,210		56,679
PIMCO Low Duration Fund		137,912		20,099		158,011
PIMCO Money Market Fund		78,238		11,402		89,640
PIMCO Mortgage-Backed Securities Fund		18,942		2,761		21,703
PIMCO Municipal Bond Fund		19,302		2,813		22,115
PIMCO Real Return Fund		722,203		105,252		827,455
PIMCO RealEstateRealReturn Strategy Fund		25,344		3,694		29,038
PIMCO Short-Term Fund		16,684		2,431		19,115
PIMCO StocksPLUS®Fund		31,659		4,614		36,273
PIMCO StocksPLUS®Total Return Fund		25,212		3,674		28,886
PIMCO Total Return Fund		3,712,683		541,079		4,253,762
	$	6,753,520	$	984,244	$	7,737,764

Payments Pursuant to Class C Plan

For the fiscal years ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid the Distributor an aggregate of $242,368,751, $219,699,168, and $140,828,736, respectively, pursuant to the Distribution and Servicing Plan for Class C shares, of which the indicated amounts were attributable to the following operational Funds:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund	$	16,993,047	$	12,801,741	$	9,676,564
PIMCO All Asset All Authority Fund		20,240,365		10,730,874		3,931,302
PIMCO California Intermediate Municipal Bond Fund		77,906		27,826		611
PIMCO California Short Duration Municipal Income Fund		15,340		8,380		926
PIMCO CommoditiesPLUS® Short Strategy Fund		475		87		N/A
PIMCO CommoditiesPLUS® Strategy Fund		85,295		12,698		N/A
PIMCO CommodityRealReturn Strategy Fund®		10,485,409		8,595,767		6,408,348
PIMCO Convertible Fund		2,777		0		0
PIMCO Credit Absolute Return Fund		6,073		N/A		N/A
PIMCO Diversified Income Fund		1,553,295		1,169,440		807,594
PIMCO Emerging Local Bond Fund		1,751,569		742,714		138,065
PIMCO Emerging Markets Bond Fund		1,865,994		1,610,769		1,017,728
PIMCO Emerging Markets Corporate Bond Fund		71		0		0
PIMCO Emerging Markets Currency Fund		736,801		819,600		838,781
PIMCO Floating Income Fund		624,065		469,622		230,968
PIMCO Foreign Bond Fund (Unhedged)		981,482		832,239		709,804
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		488,462		556,550		465,722
PIMCO Fundamental Advantage Total Return Strategy Fund		271,606		168,023		14,999
PIMCO Fundamental IndexPLUS® TR Fund		251,214		101,413		45,063
PIMCO Global Advantage® Strategy Bond Fund		299,063		217,946		78,621
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		194,016		184,959		147,472

96

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO Global Multi-Asset Fund		8,414,563		4,828,663		1,491,958
PIMCO GNMA Fund		2,396,473		2,653,454		2,043,538
PIMCO Government Money Market Fund		2,448(1)		1,039(2)		184(3)
PIMCO High Yield Fund		5,787,362		5,435,537		4,351,545
PIMCO High Yield Municipal Bond Fund		428,390		440,013		362,356
PIMCO High Yield Spectrum Fund		27,605		11,179		N/A
PIMCO Income Fund		3,697,673		921,320		171,416
PIMCO Inflation Response Multi-Asset Fund		1,744		N/A		N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		19,640		6,216		4,947
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)		59,121		70,388		37,889
PIMCO Investment Grade Corporate Bond Fund		5,171,592		4,257,824		2,585,759
PIMCO Long-Term U.S. Government Fund		576,585		522,160		507,191
PIMCO Low Duration Fund		5,507,247		5,273,072		3,894,622
PIMCO Money Market Fund		95,312(4)		73,658(5)		86,598(6)
PIMCO Mortgage-Backed Securities Fund		273,375		416,955		493,536
PIMCO Municipal Bond Fund		560,844		483,865		467,518
PIMCO New York Municipal Bond Fund		51,145		24,968		1,602
PIMCO Real Income 2019 Fund®		34,439		17,652		529
PIMCO Real Income 2029 Fund®		4,341		964		37
PIMCO Real Return Fund		21,187,220		19,362,570		14,821,455
PIMCO RealEstateRealReturn Strategy Fund		394,338		186,381		75,700
PIMCO RealRetirement® 2015 Fund		624		N/A		N/A
PIMCO RealRetirement® 2020 Fund		11,052		7,248		2,456
PIMCO RealRetirement® 2025 Fund		182		N/A		N/A
PIMCO RealRetirement® 2030 Fund		14,713		11,323		3,339
PIMCO RealRetirement® 2035 Fund		129		N/A		N/A
PIMCO RealRetirement® 2040 Fund		1,551		458		179
PIMCO RealRetirement® 2045 Fund		9		N/A		N/A
PIMCO RealRetirement® 2050 Fund		2,344		1,679		547
PIMCO RealRetirement® Income and Distribution Fund		13,274		4,135		2,295
PIMCO Senior Floating Rate Fund		13,133(7)		N/A		N/A
PIMCO Short Duration Municipal Income Fund		112,767		134,264		124,165
PIMCO Short-Term Fund		1,368,613		1,634,778		1,215,013
PIMCO Small Cap StocksPLUS® TR Fund		209,364		73,283		8,983
PIMCO StocksPLUS® Fund		350,272		322,095		292,278
PIMCO StocksPLUS® Total Return Fund		204,819		113,282		82,416
PIMCO StocksPLUS® TR Short Strategy Fund		302,509		341,432		144,127
PIMCO Tax Managed Real Return Fund		14,485		3,813		185
PIMCO Total Return Fund		115,850,892		124,009,876		81,024,461
PIMCO Unconstrained Bond Fund		12,042,097(8)		8,795,783		1,984,437
PIMCO Unconstrained Tax Managed Bond Fund		240,140(9)		191,412		29,693

⁽¹⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $2,442 and the Fund’s net payment pursuant to the Class C plan was $6.

⁽²⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $1,039 and the Fund’s net payment pursuant to the Class C plan was $0.

⁽³⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $184 and the Fund’s net payment pursuant to the Class C plan was $0.

⁽⁴⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $95,265 and the Fund’s net payment pursuant to the Class C plan was $47.

⁽⁵⁾  For the fiscal year ended March 31, 2011, the Distributor waived or reimbursed $73,658 and the Fund’s net payment pursuant to the Class C plan was $0.

⁽⁶⁾  For the fiscal year ended March 31, 2010, the Distributor waived or reimbursed $86,598 and the Fund’s net payment pursuant to the Class C plan was $0.

⁽⁷⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $123 and the Fund’s net payment pursuant to the Class C plan was $13,010.

⁽⁸⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $533,528 and the Fund’s net payment pursuant to the Class C plan was $11,508,569.

⁽⁹⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $9,494 and the Fund’s net payment pursuant to the Class C plan was $230,646.

97

During the fiscal year ended March 31, 2012, the amounts collected pursuant to the Distribution and Servicing Plan for Class C shares were used as follows: sales commissions and other compensation to sales personnel, $211,539,448; preparing, printing and distributing sales material and advertising (including preparing, printing and distributing Prospectuses to non-shareholders), and other expenses (including data processing, legal and operations), $30,829,305.

These totals, if allocated among: (i) sales commissions and compensation; and (ii) sales materials and other expenses for each operational Fund, were as follows:

Fund	Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO All Asset Fund	$	14,831,532	$	2,161,516	$	16,993,047
PIMCO All Asset All Authority Fund		17,665,791		2,574,574		20,240,365
PIMCO California Intermediate Municipal Bond Fund		67,996		9,910		77,906
PIMCO California Short Duration Municipal Income Fund		13,389		1,951		15,340
PIMCO CommoditiesPLUS® Short Strategy Fund		415		60		475
PIMCO CommoditiesPLUS® Strategy Fund		74,445		10,850		85,295
PIMCO CommodityRealReturn Strategy Fund®		9,151,665		1,333,744		10,485,409
PIMCO Convertible Fund		2,424		353		2,777
PIMCO Credit Absolute Return Fund		5,301		772		6,073
PIMCO Diversified Income Fund		1,355,716		197,579		1,553,295
PIMCO Emerging Local Bond Fund		1,528,769		222,800		1,751,569
PIMCO Emerging Markets Bond Fund		1,628,640		237,354		1,865,994
PIMCO Emerging Markets Corporate Bond Fund		62		9		71
PIMCO Emerging Markets Currency Fund		643,080		93,721		736,801
PIMCO Floating Income Fund		544,684		79,381		624,065
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		426,330		62,132		488,462
PIMCO Foreign Bond Fund (Unhedged)		856,637		124,845		981,482
PIMCO Fundamental Advantage Total Return Strategy Fund		237,058		34,548		271,606
PIMCO Fundamental IndexPLUS®TR Fund		219,260		31,954		251,214
PIMCO Global Advantage® Strategy Bond Fund		261,022		38,041		299,063
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		169,337		24,679		194,016
PIMCO Global Multi-Asset Fund		7,344,231		1,070,332		8,414,563
PIMCO GNMA Fund		2,091,642		304,831		2,396,473
PIMCO Government Money Market Fund		2,137		311		2,448
PIMCO High Yield Fund		5,051,210		736,152		5,787,362
PIMCO High Yield Municipal Bond Fund		373,899		54,491		428,390
PIMCO High Yield Spectrum Fund		24,094		3,511		27,605
PIMCO Income Fund		3,227,329		470,344		3,697,673
PIMCO Inflation Response Multi-Asset Fund		1,522		222		1,744
PIMCO International StocksPLUS®TR Strategy Fund (U.S. Dollar-Hedged)		51,601		7,520		59,121
PIMCO International StocksPLUS®TR Strategy Fund (Unhedged)		17,142		2,498		19,640
PIMCO Investment Grade Corporate Bond		4,513,766		657,826		5,171,592
PIMCO Long-Term U.S. Government Fund		503,243		73,342		576,585
PIMCO Low Duration Fund		4,806,725		700,522		5,507,247
PIMCO Money Market Fund		83,188		12,124		95,312
PIMCO Mortgage-Backed Securities Fund		238,602		34,773		273,375
PIMCO Municipal Bond Fund		489,505		71,339		560,844
PIMCO New York Municipal Bond Fund		44,639		6,506		51,145
PIMCO Real Income 2019 Fund®		30,058		4,381		34,439
PIMCO Real Income 2029 Fund®		3,789		552		4,341
PIMCO Real Return Fund		18,492,206		2,695,014		21,187,220
PIMCO RealEstateRealReturn Strategy Fund		344,178		50,160		394,338
PIMCO RealRetirement® Income and Distribution Fund		11,586		1,688		13,274
PIMCO RealRetirement®2015 Fund		545		79		624
PIMCO RealRetirement®2020 Fund		9,646		1,406		11,052
PIMCO RealRetirement®2025 Fund		159		23		182
PIMCO RealRetirement®2030 Fund		12,842		1,871		14,713
PIMCO RealRetirement®2035 Fund		113		16		129
PIMCO RealRetirement®2040 Fund		1,354		197		1,551
PIMCO RealRetirement®2045 Fund		8		1		9

98

Fund	Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO RealRetirement®2050 Fund		2,046		298		2,344
PIMCO Senior Floating Rate Fund		11,462		1,671		13,133
PIMCO Short Duration Municipal Income Fund		98,423		14,344		112,767
PIMCO Short-Term Fund		1,194,525		174,088		1,368,613
PIMCO Small Cap StocksPLUS®TR		182,733		26,631		209,364
PIMCO StocksPLUS®Fund		305,717		44,555		350,272
PIMCO StocksPLUS®Total Return Fund		178,766		26,053		204,819
PIMCO StocksPLUS®TR Short Strategy		264,030		38,479		302,509
PIMCO Tax Managed Real Return Fund		12,643		1,842		14,485
PIMCO Total Return Fund		101,114,660		14,736,233		115,850,893
PIMCO Unconstrained Bond Fund		10,510,342		1,531,755		12,042,097
PIMCO Unconstrained Tax Managed Bond Fund		209,594		30,546		240,140
	$	211,539,448	$	30,829,305	$	242,368,753.00

Payments Pursuant to Class R Plan

For the fiscal years ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid the Distributor an aggregate of $17,872,521, $14,707,736, and $9,033,829, respectively, pursuant to the Distribution and Servicing Plan for Class R shares, of which the indicated amounts were attributable to the following operational Funds:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund		$306,664		$120,598		$24,557
PIMCO CommoditiesPLUS® Strategy Fund		723		58		N/A
PIMCO CommodityRealReturn Strategy Fund®		40,105		3,779		2
PIMCO Credit Absolute Return Fund		57		N/A		N/A
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		83,071		69,429		42,155
PIMCO Global Advantage® Strategy Bond Fund		23,356		8,782		310
PIMCO Global Multi-Asset Fund		77,554		25,135		1,953
PIMCO High Yield Fund		244,665		200,621		117,941
PIMCO Income Fund		8,851		1,052		177
PIMCO Inflation Response Multi-Asset Fund		30		N/A		N/A
PIMCO Low Duration Fund		520,958		355,629		151,783
PIMCO Real Return Fund		1,928,697		1,513,074		981,710
PIMCO RealRetirement® 2015 Fund		39		N/A		N/A
PIMCO RealRetirement® 2020 Fund		3,898		3,185		1,420
PIMCO RealRetirement® 2025 Fund		53		N/A		N/A
PIMCO RealRetirement® 2030 Fund		1,499		1,112		470
PIMCO RealRetirement® 2035 Fund		41		N/A		N/A
PIMCO RealRetirement® 2040 Fund		1,515		1,504		995
PIMCO RealRetirement® 2045 Fund		4		N/A		N/A
PIMCO RealRetirement® 2050 Fund		419		154		98
PIMCO RealRetirement® Income and Distribution Fund		482		532		467
PIMCO Senior Floating Rate Fund		47(1)		N/A		N/A
PIMCO Short-Term Fund		41,831		46,392		22,195
PIMCO StocksPLUS® Fund		12,106		11,858		9,302
PIMCO Total Return Fund		14,449,380		12,254,819		7,632,965
PIMCO Unconstrained Bond Fund		126,476(2)		90,024		45,330

⁽¹⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $2 and the Fund’s net payment pursuant to the Class R plan was $45.

⁽²⁾  For the fiscal year ended March 31, 2012, the Distributor waived or reimbursed $5 and the Fund’s net payment pursuant to the Class R plan was $126,471.

During the fiscal year ended March 31, 2012, the amounts collected pursuant to the Distribution and Servicing Plan for Class R shares were used as follows: sales commissions and other compensation to sales personnel, $15,599,136; preparing, printing and distributing sales material and advertising (including preparing, printing and distributing Prospectuses to non-shareholders), and other expenses (including data processing, legal and operations), $2,273,385.

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These totals, if allocated among: (i) sales commissions and compensation; and (ii) sales materials and other expenses for each operational Fund, were as follows:

Fund	Sales Commissions and Compensation		Sales Materials and Other Expenses		Total
PIMCO All Asset Fund	$	267,656	$	39,008	$	306,664
PIMCO CommoditiesPLUS® Strategy Fund		631		92		723
PIMCO CommodityRealReturn Strategy Fund®		35,004		5,101		40,105
PIMCO Credit Absolute Return Fund		50		7		57
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		72,504		10,567		83,071
PIMCO Global Advantage® Strategy Bond Fund		20,385		2,971		23,356
PIMCO Global Multi-Asset Fund		67,689		9,865		77,554
PIMCO High Yield Fund		213,544		31,121		244,665
PIMCO Income Fund		7,725		1,126		8,851
PIMCO Inflation Response Multi-Asset Fund		26		4		30
PIMCO Low Duration Fund		454,692		66,266		520,958
PIMCO Real Return Fund		1,683,367		245,330		1,928,697
PIMCO RealRetirement® Income and Distribution Fund		421		61		482
PIMCO RealRetirement®2015 Fund		34		5		39
PIMCO RealRetirement®2020 Fund		3,402		496		3,898
PIMCO RealRetirement®2025 Fund		46		7		53
PIMCO RealRetirement®2030 Fund		1,308		191		1,499
PIMCO RealRetirement®2035 Fund		36		5		41
PIMCO RealRetirement®2040 Fund		1,322		193		1,515
PIMCO RealRetirement®2045 Fund		3		1		4
PIMCO RealRetirement®2050 Fund		366		53		419
PIMCO Senior Floating Rate Fund		41		6		47
PIMCO Short-Term Fund		36,510		5,321		41,831
PIMCO StocksPLUS®Fund		10,566		1,540		12,106
PIMCO Total Return Fund		12,611,419		1,837,961		14,449,380
PIMCO Unconstrained Bond Fund		110,388		16,088		126,476
	$	15,599,136	$	2,273,385	$	17,872,521

Distribution and Servicing Plan for Administrative Class Shares

The Trust has adopted a Distribution and Servicing Plan with respect to the Administrative Class shares of each Fund pursuant to Rule 12b-1 under the 1940 Act (the “Administrative Class Plan”).

Under the terms of the Administrative Class Plan, a Fund may compensate the Distributor for providing, or procuring through financial firms, certain services in connection with the distribution and marketing of Administrative Class shares and/or certain shareholder services to an financial firm’s customers or participants in benefits plans that invest in Administrative Class shares of the Funds in an amount not to exceed 0.25% of the average daily net assets attributable to the Administrative Class shares.

The fee payable pursuant to the Administrative Class Plan may be used by the Distributor to provide or procure services including, among other things, providing facilities to answer questions from prospective investors about a Fund; receiving and answering correspondence, including requests for Prospectuses and the Statement of Additional Information; preparing, printing and delivering Prospectuses and shareholder reports to prospective shareholders; complying with federal and state securities laws pertaining to the sale of Administrative Class shares; and assisting investors in completing application forms and selecting dividend and other account options. In addition, the fee payable pursuant to the Administrative Class Plan may be used by the Distributor to provide or procure administrative services for Administrative Class shareholders of the Funds including, among other things, receiving, aggregating and processing shareholder orders; furnishing shareholder sub-accounting; providing and maintaining elective shareholder services such as check writing and wire transfer services; providing and maintaining pre-authorized investment plans; communicating periodically with shareholders; acting as the sole shareholder of record and nominee for shareholders; maintaining accounting records for shareholders; answering questions and handling correspondence from shareholders about their accounts; and performing similar account administrative services.

In accordance with Rule 12b-1 under the 1940 Act, the Administrative Class Plan may not be amended to increase materially the costs which Administrative Class shareholders may bear under the respective Administrative Class Plan without approval of a majority of the outstanding Administrative Class shares, as applicable, and by vote of a majority of both: (i) the Trustees of the Trust; and (ii)

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those Trustees who are not “interested persons” of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Administrative Class Plan or any agreements related to it (the “Administrative Class Plan Trustees”), cast in person at a meeting called for the purpose of voting on the Administrative Class Plan and any related amendments. The Administrative Class Plan may not take effect until approved by a vote of a majority of both: (i) the Trustees of the Trust; and (ii) the Administrative Class Plan Trustees. The Administrative Class Plan shall continue in effect so long as such continuance is specifically approved at least annually by the Trustees and the Administrative Class Plan Trustees. The Administrative Class Plan may be terminated at any time, without penalty, by vote of a majority of the Administrative Class Plan Trustees or by a vote of a majority of the outstanding Administrative Class shares of a Fund. Pursuant to the Administrative Class Plan, the Board of Trustees will be provided with quarterly reports of amounts expended under the Administrative Class Plan and the purpose for which such expenditures were made.

FINRA rules limit the amount of asset-based sales charges (“distribution fees”) that may be paid by mutual funds out of their assets as a percentage of total new gross sales. “Service fees,” defined to mean fees paid for providing shareholder services or the maintenance of accounts (but not transfer agency or sub-account services) are not subject to these limits on distribution fees. While the fees paid pursuant to the Administrative Class Plan will typically be treated as distribution fees for purposes of FINRA rules, some portion of the fees may qualify as “service fees” (or fees for ministerial, recordkeeping or administrative activities) and therefore will not be limited by FINRA rules which limit distribution fees as a percentage of total new gross sales. However, FINRA rules limit service fees to 0.25% of a Fund’s average annual net assets.

Payments Pursuant to the Administrative Class Plans

For the fiscal years ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid qualified service providers an aggregate amount of $100,389,460, $104,207,778, and $87,114,055, respectively, pursuant to the Administrative Services Plan and the Administrative Distribution Plan. Such payments were allocated among the Funds with operational Administrative Class shares listed below as follows:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund		$770,132		$542,118		$336,013
PIMCO California Intermediate Municipal Bond Fund		0		0		1
PIMCO CommodityRealReturn Strategy Fund®		2,495,568		2,589,104		2,291,038
PIMCO Convertible Fund		13,201		101,196		62,674
PIMCO Diversified Income Fund		18,936		19,653		13,872
PIMCO Emerging Local Bond Fund		291,933		656,670		142,161
PIMCO Emerging Markets Bond Fund		79,324		52,562		29,934
PIMCO Emerging Markets Currency Fund		88,694		30,179		8,700
PIMCO Floating Income Fund		918		310		53
PIMCO Foreign Bond Fund (Unhedged)		44,303		45,238		336,605
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		47,319		54,204		68,852
PIMCO Fundamental IndexPLUS® TR Fund		981		75		25
PIMCO Global Bond Fund (Unhedged)		593,421		519,210		431,414
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		1,777		1,249		208
PIMCO Global Multi-Asset Fund		327		0		0
PIMCO High Yield Fund		2,408,683		2,271,728		1,633,235
PIMCO Income Fund		1,356		1,300		183
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		27		25		21
PIMCO Investment Grade Corporate Bond Fund		349,127		111,417		52,394
PIMCO Long-Term U.S. Government Fund		209,290		295,188		235,817
PIMCO Low Duration Fund		1,397,347		2,560,740		1,809,718
PIMCO Low Duration Fund II		61,382		36,139		10,815
PIMCO Low Duration Fund III		946		1,428		379
PIMCO Money Market Fund		89,220(1)		85,863(2)		54,621(3)
PIMCO Mortgage-Backed Securities Fund		179,249		186,703		298,384
PIMCO Municipal Bond Fund		1,071		2,406		2,416
PIMCO Real Return Fund		3,387,063		2,954,919		2,297,689
PIMCO RealRetirement® 2015 Fund		5,579		N/A		N/A
PIMCO RealRetirement® 2020 Fund		14,450		511		170
PIMCO RealRetirement® 2025 Fund		7,982		N/A		N/A
PIMCO RealRetirement® 2030 Fund		11,866		26		23
PIMCO RealRetirement® 2035 Fund		6,250		N/A		N/A
PIMCO RealRetirement® 2040 Fund		15,631		26		23
PIMCO RealRetirement® 2045 Fund		2		N/A		N/A

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Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO RealRetirement® 2050 Fund		4,529		27		23
PIMCO RealRetirement® Income and Distribution Fund		5,770		31		24
PIMCO Short Duration Municipal Income Fund		9,052		9,126		14,069
PIMCO Short-Term Fund		6,758,777		6,308,172		5,575,461
PIMCO StocksPLUS® Fund		8,008		7,038		5,924
PIMCO Total Return Fund		80,534,629		84,290,533		71,065,774
PIMCO Total Return Fund II		228,051		241,164		212,211
PIMCO Total Return Fund III		247,289		231,471		123,111

⁽¹⁾  For the fiscal year ended March 31, 2012, the Distributor or its affiliates waived or reimbursed $89,208 and the Fund’s net payment pursuant to the Administrative Class Plans was $12.

⁽²⁾  For the fiscal year ended March 31, 2011, the Distributor or its affiliates waived or reimbursed $85,863 and the Fund’s net payment pursuant to the Administrative Class Plans was $0.

⁽³⁾  For the fiscal year ended March 31, 2010, the Distributor or its affiliates waived or reimbursed $51,684 and the Fund’s net payment pursuant to the Administrative Class Plans was $2,937.

The remaining Funds did not make payments under the Administrative Class Plans.

Distribution and Servicing Plan for Class D Shares

The Trust has adopted a Distribution and Servicing Plan with respect to the Class D shares of each Fund pursuant to Rule 12b-1 under the 1940 Act (the “Class D Plan”).

Under the terms of the Class D Plan, a Fund is permitted to compensate the Distributor out of the assets attributable to the Class D shares of the Fund, in an amount up to 0.25% on an annual basis of the average daily net assets of the Fund’s Class D shares for providing, or procuring through financial firms, distribution, shareholder services, and/or maintenance of shareholder accounts with respect to Class D shareholders of the Fund, some of which may be deemed to be primarily intended to result in the sale of Class D shares.

The fee payable pursuant to the Class D Plan may be used by the Distributor to provide or procure services including, among other things, facilities for placing orders directly for the purchase of a Fund’s shares and tendering a Fund’s Class D shares for redemption; advertising with respect to a Fund’s Class D shares; providing information about a Fund; providing facilities to answer questions from prospective investors about a Fund; receiving and answering correspondence, including requests for Prospectuses and statements of additional information; preparing, printing and delivering Prospectuses and shareholder reports to prospective shareholders; assisting investors in applying to purchase Class D shares and selecting dividend and other account options; and shareholder services provided by a financial services firm such as a broker-dealer or registered investment advisor (a “Service Organization”) that may include, but are not limited to, the following functions: receiving, aggregating and processing shareholder orders; furnishing shareholder sub-accounting; providing and maintaining elective shareholder services such as check writing and wire transfer services; providing and maintaining pre-authorized investment plans; communicating periodically with shareholders; acting as the sole shareholder of record and nominee for shareholders; maintaining accounting records for shareholders; answering questions and handling correspondence from shareholders about their accounts; issuing confirmations for transactions by shareholders; performing similar account administrative services; providing such shareholder communications and recordkeeping services as may be required for any program for which the Service Organization is a sponsor that relies on Rule 3a-4 under the 1940 Act; and providing such other similar services as may reasonably be requested to the extent the Service Organization is permitted to do so under applicable statutes, rules, or regulations.

In addition to payments pursuant to the Class D Plan, the Distributor, PIMCO and their affiliates also may make payments out of their own resources, at no cost to a Fund, to financial firms for services which may be deemed to be primarily intended to result in the sale of Class D shares of the Fund. The payments described in this paragraph may be significant to the payors and the payees.

A financial firm may be paid for its distribution, shareholder services, maintenance of shareholder accounts and/or sub-transfer agency or sub-accounting services directly or indirectly by the Funds, PIMCO, the Distributor or their affiliates in the aggregate normally not to exceed an annual rate of 0.25% of a Fund’s average daily net assets attributable to its Class D shares and purchased through such financial intermediary for its clients.

In accordance with Rule 12b-1 under the 1940 Act, the Class D Plan may not be amended to increase materially the costs which Class D shareholders may bear under the respective Class D Plan without approval of a majority of the outstanding Class D shares, as applicable, and by vote of a majority of both: (i) the Trustees of the Trust; and (ii) those Trustees who are not “interested persons” of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Class D Plan or any agreements related to it (the “Class D Plan Trustees”), cast in person at a meeting called for the purpose of voting on the Class D Plan

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and any related amendments. The Class D Plan may not take effect until approved by a vote of a majority of both: (i) the Trustees of the Trust; and (ii) the Class D Plan Trustees. The Class D Plan shall continue in effect so long as such continuance is specifically approved at least annually by the Trustees and the Class D Plan Trustees. The Class D Plan may be terminated at any time, without penalty, by vote of a majority of the Class D Plan Trustees or by a vote of a majority of the outstanding Class D shares of a Fund. Pursuant to the Class D Plan, the Board of Trustees will be provided with quarterly reports of amounts expended under the Class D Plan and the purpose for which such expenditures were made.

FINRA rules limit the amount of distribution fees that may be paid by mutual funds out of their assets as a percentage of total new gross sales. “Service fees,” defined to mean fees paid for providing shareholder services or the maintenance of accounts (but not transfer agency or sub-account services), are not subject to these limits on distribution fees. While the fees paid pursuant to the Class D Plan will typically be treated as distribution fees for purposes of FINRA rules, some portion of the fees may qualify as “service fees” (or fees for ministerial, recordkeeping or administrative activities) and therefore will not be limited by FINRA rules which limit distribution fees as a percentage of total new gross sales. However, FINRA rules limit service fees to 0.25% of a Fund’s average annual net assets.

Payments Pursuant to Class D Plan

For the fiscal year ended March 31, 2012, March 31, 2011, and March 31, 2010, the Trust paid $80,815,850, $74,025,147, and $47,066,396, respectively, pursuant to the Class D Plan, of which the indicated amounts were attributable to the following operational Funds:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund	$	1,947,273	$	1,284,582	$	660,914
PIMCO All Asset All Authority Fund		2,221,513		1,250,903		352,659
PIMCO California Intermediate Municipal Bond Fund		13,789		13,830		10,150
PIMCO California Short Duration Municipal Income Fund		15,611		19,131		18,655
PIMCO CommoditiesPLUS® Short Strategy Fund		7,043		163		N/A
PIMCO CommoditiesPLUS® Strategy Fund		101,392		12,686		N/A
PIMCO CommodityRealReturn Strategy Fund®		2,955,782		2,408,808		1,706,298
PIMCO Convertible Fund		2,454		0		0
PIMCO Credit Absolute Return Fund		7,279		N/A		N/A
PIMCO Diversified Income Fund		174,745		135,493		71,895
PIMCO Emerging Local Bond Fund		2,157,854		1,770,044		478,863
PIMCO Emerging Markets Bond Fund		943,614		809,101		467,240
PIMCO Emerging Markets Corporate Bond Fund		10		0		0
PIMCO Emerging Markets Currency Fund		846,753		766,249		588,353
PIMCO Floating Income Fund		181,314		123,825		72,546
PIMCO Foreign Bond Fund (Unhedged)		1,492,147		901,774		532,567
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		730,298		764,117		346,882
PIMCO Fundamental Advantage Total Return Strategy Fund		170,196		223,652		11,186
PIMCO Fundamental IndexPLUS® TR Fund		200,997		179,482		6,779
PIMCO Global Advantage® Strategy Bond Fund		233,471		205,985		75,416
PIMCO Global Bond Fund (Unhedged)		118,816		32,874		9,685
PIMCO Global Multi-Asset Fund		589,086		415,435		168,831
PIMCO GNMA Fund		576,135		433,578		408,152
PIMCO High Yield Fund		1,819,902		1,896,013		1,547,066
PIMCO High Yield Municipal Bond Fund		60,524		61,174		67,350
PIMCO High Yield Spectrum Fund		22,021		7,860		N/A
PIMCO Income Fund		1,967,067		579,769		19,126
PIMCO Inflation Response Multi-Asset Fund		832		N/A		N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		18,828		5,990		2,763
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)		43,187		121,448		88,479
PIMCO Investment Grade Corporate Bond Fund		1,080,713		886,312		657,569
PIMCO Low Duration Fund		4,580,983		4,238,037		1,992,209
PIMCO Mortgage-Backed Securities Fund		243,583		291,784		451,416
PIMCO Municipal Bond Fund		34,585		40,798		51,525
PIMCO New York Municipal Bond Fund		57,838		73,402		66,506
PIMCO Real Income 2019 Fund®		7,212		1,040		42
PIMCO Real Income 2029 Fund®		7,099		846		23
PIMCO Real Return Fund		5,201,436		4,298,541		3,021,318
PIMCO RealEstateRealReturn Strategy Fund		193,112		88,994		19,118

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Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO RealRetirement® 2015 Fund		326		N/A		N/A
PIMCO RealRetirement® 2020 Fund		6,312		3,330		966
PIMCO RealRetirement® 2025 Fund		164		N/A		N/A
PIMCO RealRetirement® 2030 Fund		4,386		2,350		659
PIMCO RealRetirement® 2035 Fund		80		N/A		N/A
PIMCO RealRetirement® 2040 Fund		2,456		1,130		455
PIMCO RealRetirement® 2045 Fund		2		N/A		N/A
PIMCO RealRetirement® 2050 Fund		6,773		4,093		181
PIMCO RealRetirement® Income and Distribution Fund		2,734		836		264
PIMCO Senior Floating Rate Fund		2,595		N/A		N/A
PIMCO Short Duration Municipal Income Fund		11,723		22,313		33,958
PIMCO Short-Term Fund		1,197,879		1,302,633		830,612
PIMCO Small Cap StocksPLUS® TR Fund		215,144		65,509		1,442
PIMCO StocksPLUS® Fund		20,115		16,188		12,421
PIMCO StocksPLUS® Total Return Fund		207,935		144,312		22,974
PIMCO StocksPLUS® TR Short Strategy Fund		231,197		314,042		147,835
PIMCO Tax Managed Real Return Fund		7,694		3,332		436
PIMCO Total Return Fund		44,567,517		45,130,641		31,024,371
PIMCO Unconstrained Bond Fund		3,254,039		2,627,778		1,001,309
PIMCO Unconstrained Tax Managed Bond Fund		50,290		35,840		14,604

Additional Payments to Financial Firms

The Distributor, PIMCO and their affiliates may from time to time make payments and provide other incentives to financial firms as compensation for services such as providing the Funds with “shelf space” or a higher profile for the financial firms’ financial advisors and their customers, placing the Funds on the financial firms’ preferred or recommended fund list or otherwise identifying the Funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, granting the Distributor access to the financial firms’ financial advisors (including through the firms’ intranet websites) in order to promote the Funds, promotions in communications with financial firms’ customers such as in the firms’ internet websites or in customer newsletters, providing assistance in training and educating the financial firms’ personnel, and furnishing marketing support and other specified services. The actual services provided, and the payments made for such services, vary from firm to firm. These payments may be significant to the financial firms and also may take the form of sponsorship of conferences, seminars or informational meetings as well as occasional entertainment and meals to the extent permitted by law.

A number of factors will be considered in determining the amount of these additional payments to financial firms. On some occasions, such payments may be conditioned upon levels of sales, including the sale of a specified minimum dollar amount of the shares of a Fund and/or all of the Funds and/or other funds sponsored by the Distributor, PIMCO and their affiliates together or a particular class of shares, during a specified period of time. The Distributor, PIMCO and their affiliates also may make payments to one or more participating financial firms based upon factors such as the amount of assets a financial firm’s clients have invested in the Funds and the quality of the financial firm’s relationship with the Distributor, PIMCO and their affiliates.

The additional payments described above are made from the Distributor’s or PIMCO’s (or their affiliates’) own assets (and sometimes, therefore referred to as “revenue sharing”) pursuant to agreements with brokers and do not change the price paid by investors for the purchase of a Fund’s shares or the amount a Fund will receive as proceeds from such sales. These payments may be made to the financial firms (as selected by the Distributor) that have sold significant amounts of shares of the Funds. The level of payments made to a financial firm in any future year will vary and generally will not exceed the sum of: (a) 0.10% of such year’s sales of Class A, B, C and D shares of the Funds and PIMCO Equity services by such financial firm; and (b) 0.03% of the assets attributable to that financial firm invested in Class A, B, C and D shares of the Funds and PIMCO Equity Series. In certain cases, the payments described in the preceding sentence are subject to certain minimum payment levels. In lieu of payments pursuant to the foregoing formula, the Distributor, PIMCO or their affiliates may make payments of an agreed upon amount which generally will not exceed the amount that would have been payable pursuant to the formula. In some cases, in addition to the payments described above, the Distributor will make payments or reimburse financial firms sponsorship and/or attendance at conferences, seminars or informational meetings.

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As of July 31, 2012, the Distributor and PIMCO anticipate that the firms that will receive the additional payments for marketing support, shelf space or other services, including event sponsorships as described above include:

Ameriprise Financial Services, Inc. AXA Advisors, LLC Broker Dealer Financial Services Corp. Cadaret, Grant & Co., Inc. Cambridge Investment Research, Inc. CCO Investment Services Charles Schwab & Co., Inc. Chase Investment Services Corp Comerica Securities Commonwealth Financial Network Cuna Brokerage Services D.A. Davidson & Co. Fidelity Brokerage Services LLC Financial Network Investment Corp. First Allied Securities, Inc. FSC Securities HSBC Brokerage (USA) Inc. ING Financial Partners Janney Montgomery Scott LLC Lincoln Financial Securities Corp LPL Financial Merrill Lynch, Pierce, Fenner & Smith Incorporated MML Distributors, LLC Morgan Stanley Smith Barney LLC Multi-Financial Securities Corp. Mutual Service Corporation National Financial Services LLC National Planning Corporation Northwestern Mutual Investment Services, LLC Oppenheimer & Co., Inc. Pershing LLC PrimeVest Financial Services Questar Capital Raymond James & Associates Raymond James Financial Services, Inc. RBC Capital Markets, LLC Robert W. Baird & Co. Royal Alliance Associates SagePoint Financial, Inc. Securities America, Inc. Stifel, Nicolaus & Company, Inc. SunTrust Investment Services UBS Financial Services United Planners Financial Services of America US Bancorp Investments, Inc. UVEST Wells Fargo Advisers LLP

The Distributor expects that additional firms may be added to this list from time to time. Wholesale representatives of the Distributor and employees of PIMCO or their affiliates visit financial firms on a regular basis to educate financial advisors and other personnel about the Funds and to encourage the sale of Fund shares to their clients. Although a Fund may use financial firms that sell Fund shares to effect transactions for the Fund’s portfolio, neither the Fund nor PIMCO will consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

The Distributor also may pay investment consultants or their affiliated companies for certain services including technology, operations, tax, or audit consulting services, and may pay such firms for the Distributor’s attendance at investment forums sponsored by such firms or for various studies, surveys, or access to databases. Subject to applicable law, PIMCO and its affiliates may also provide investment advisory services to investment consultants and their affiliates and may execute brokerage transactions on behalf of the Funds with such investment consultants’ affiliates. These consultants or their affiliates may, in the ordinary course of their investment consultant business, recommend that their clients utilize PIMCO’s investment advisory services or invest in the Funds or in other products sponsored or distributed by the Distributor.

In addition to the payments, reimbursements and incentives described immediately above, additional amounts may be paid to participating financial firms for providing services in respect of shareholders holding Fund shares in nominee or street name, including, but not limited to, the following services: providing explanations and answering inquiries regarding the Funds and their accounts; providing recordkeeping and other administrative services, including preparing record date shareholder lists for proxy solicitation; maintaining records of and facilitating shareholder purchases and redemptions; processing and mailing trade confirmations, periodic statements, prospectuses, shareholder reports, shareholder notices and other Securities and Exchange Commission-required communications to shareholders; providing periodic statements to certain plans and participants in such plans of the Funds held for the benefit of each participant in the plan; processing, collecting and posting distributions to their accounts; issuing and mailing dividend checks to shareholders who have selected cash distributions; assisting in the establishment and maintenance of shareholder accounts; providing account designations and other information; capturing and processing tax data; establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations; providing sub-accounting services; providing recordkeeping services related to purchase and redemption transactions, including providing such information as may be necessary to assume compliance with applicable blue sky requirements; and performing similar administrative services as requested by the Distributor, PIMCO or their affiliates to the extent that the firm is permitted by applicable statute, rule or regulation to provide such information or services. The actual services provided, and the payments made for such services, vary from firm to firm. For these services, PIMCO, the Distributor or their affiliates, may pay: (i) annual per account charges that in the aggregate generally range from $0 to $6 per account, and in some cases up to $12 per account, for networking fees for NSCC-networked accounts and from $14 to $19 for services to omnibus accounts; or (ii) an annual fee of up to 0.25% per annum of the value of the assets in the relevant accounts. These payments may be material to financial firms relative to other compensation paid by a Fund and/or PIMCO, the Distributor and their affiliates and may be in addition to any: (i) distribution and/or servicing (12b-1) fees; and (ii) the marketing support, revenue sharing or “shelf space” fees disclosed above and paid to such financial firms. The additional servicing payments described above may differ depending on the Fund and share class and may vary from amounts paid to the Trust’s transfer agent for providing similar services to other accounts.

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If investment advisers, distributors or affiliates of mutual funds make payments and provide other incentives in differing amounts, financial firms and their financial advisors may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial firm and its financial advisors also may have a financial incentive for recommending a particular share class over other share classes. Because financial firms and plan recordkeepers may be paid varying amounts per class for sub-accounting and related recordkeeping services, the service requirements of which also may vary by class, this may create an additional incentive for financial firms and their financial advisors to favor one fund complex over another or one fund class over another. You should review carefully any disclosure by the financial firm or plan recordkeepers as to its compensation.

Purchases, Exchanges and Redemptions

Purchases, exchanges and redemptions of Class A, Class B, Class C and Class R shares are discussed in the applicable Prospectuses under the “How to Buy and Sell Shares” section, and that information is incorporated herein by reference. Purchases, exchanges and redemptions of Institutional Class, Class M, Class P, Administrative Class and Class D shares are discussed in the applicable Prospectuses under the “Purchases, Redemptions and Exchanges” section, and that information is incorporated herein by reference.

Certain managed account clients of PIMCO may purchase shares of the Trust. To avoid the imposition of duplicative fees, PIMCO may be required to make adjustments in the management fees charged separately by PIMCO to these clients to offset the management fees and expenses paid indirectly through a client’s investment in the Trust.

Certain clients of PIMCO whose assets would be eligible for purchase by one or more of the Funds may purchase shares of the Trust with such assets. Assets so purchased by a Fund will be valued in accordance with procedures adopted by the Board of Trustees.

Generally, the minimum initial investment for shares of Class A, Class C and Class D is $1,000. For information on specific account types for Class A and Class C shares see below. The minimum initial investment for shares of the Institutional Class, Class M, Class P and Administrative Class is $1 million per account, except the minimum investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The Fund or the Distributor may lower or waive the minimum initial investment for certain categories of investors at their discretion. In addition, the minimum initial investment may be modified for certain employees of PIMCO and its affiliates. To obtain more information about exceptions to the minimum initial investment for all share classes please call 888.87.PIMCO.

One or more classes of shares of the Funds may not be qualified or registered for sale in all States. Prospective investors should inquire as to whether shares of a particular Fund, or class of shares thereof, are available for offer and sale in their State of domicile or residence. Shares of a Fund may not be offered or sold in any State unless registered or qualified in that jurisdiction, unless an exemption from registration or qualification is available.

As described in the Class A, B, C and R Prospectuses under the caption “Exchanging Shares,” and in the Institutional Class, Class M, Class P, Administrative Class and Class D Prospectuses under the caption “Exchange Privilege,” a shareholder may exchange shares of any Fund for shares of the same class of any other Fund of the Trust or any series of PIMCO Equity Series that is available for investment, each on the basis of their respective net asset values. A shareholder may also exchange Class M shares of any Fund for Institutional Class shares of any other Fund of the Trust or any series of PIMCO Equity Series that is available for investment. This exchange privilege may in the future be extended to cover any “interval” funds that may be established and managed by the Adviser and its affiliates. The original purchase date(s) of shares exchanged for purposes of calculating any contingent deferred sales charge will carry over to the investment in the new Fund. For example, if a shareholder invests in Class C shares of one Fund and 6 months later (when the contingent deferred sales charge upon redemption would normally be 1%) exchanges his shares for Class C shares of another Fund, no sales charge would be imposed upon the exchange but the investment in the other Fund would be subject to the 1% contingent deferred sales charge until one year after the date of the shareholder’s investment in the first Fund as described in the applicable Prospectus.

Shares of one class of a Fund may be exchanged, at a shareholder’s option, directly for shares of another class of the same Fund (an “intra-fund exchange”), subject to the terms and conditions described below and to such other fees and charges as set forth in the applicable Prospectus(es) (including the imposition or waiver of any sales charge (load) or contingent deferred sales charge (“CDSC”)), provided that the shareholder for whom the intra-fund exchange is being requested meets the eligibility requirements of the class into which such shareholder seeks to exchange. Additional information regarding the eligibility requirements of different share classes, including investment minimums and intended distribution channels, is provided under “Distribution of Trust Shares” above, and/or in the applicable Prospectus(es). Shares of a Fund will be exchanged for shares of a different class of the same Fund on the basis of their respective NAVs, and no redemption fee will apply to intra-fund exchanges. Ongoing fees and expenses incurred by a given share class will differ from those of other share classes, and a shareholder receiving new shares in an intra-fund exchange may be subject to higher or lower total expenses following such exchange. In addition to changes in ongoing fees and expenses, a

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shareholder receiving new shares in an intra-fund exchange may be required to pay an initial sales charge (load) or CDSC. Generally, intra-fund exchanges into Class A shares will be subject to a Class A sales charge unless otherwise noted below, and intra-fund exchanges out of Class A, Class B or Class C shares will be subject to the standard schedule of CDSCs for the share class out of which the shareholder is exchanging, unless otherwise noted below. If Class B shares are exchanged for Class A shares, a Class A sales charge will not apply but a shareholder will be responsible for paying any applicable CDSCs attributable to those Class B shares. If Class C shares are exchanged for Class A shares, a shareholder will be responsible for paying any Class C CDSCs and any applicable Class A sales charge. If Class P shares are exchanged for Class A shares, a Class A sales charge will not apply. If Class A shares were purchased at NAV and no commission was paid and then exchanged for Institutional Class shares, a CDSC will not apply. With respect to shares subject to a CDSC, if less than all of an investment is exchanged out of one class of a Fund, any portion of the investment exchanged will be from the lot of shares that would incur the lowest CDSC if such shares were being redeemed rather than exchanged. Shareholders generally should not recognize gain or loss for U.S. federal income tax purposes upon such an intra-fund exchange, provided that the transaction is undertaken and processed, with respect to any shareholder, as a direct exchange transaction. If an intra-fund exchange incurs a CDSC or sales charge, Fund shares may be redeemed to pay such charge, and that redemption will be taxable. Shareholders should consult their tax advisors as to the federal, state, local and non-U.S. tax consequences of an intra-fund exchange.

For each Fund (except for PIMCO Government Money Market and PIMCO Treasury Money Market Funds), orders for exchanges accepted prior to the close of regular trading on the New York Stock Exchange (“NYSE”) on any day the Trust is open for business will be executed at the respective net asset values determined as of the close of business that day. Orders for exchanges received after the close of regular trading on the NYSE on any business day will be executed at the respective net asset values determined at the close of the next business day.

For the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, orders for exchanges accepted prior to 5:30 p.m., Eastern time, (or an earlier cut-off time if the Fund closes early (the “cut-off time”)) on any day that the PIMCO Government Money Market and PIMCO Treasury Money Market Funds are open for business will be executed at the respective net asset values determined as of 5:30 p.m., Eastern time. Orders for exchanges received after the cut-off time on any day that the PIMCO Government Money Market and PIMCO Treasury Money Market Funds are open for business will be executed at the respective net asset values determined as of 5:30 p.m., Eastern time, the next day the PIMCO Government Money Market and PIMCO Treasury Money Market Funds are open for business. Requests to exchange shares of the PIMCO Government Money Market and PIMCO Treasury Money Market Funds for shares of other Funds of the Trust or any series of PIMCO Equity Series received after 4:00 p.m., Eastern time, will be effected at the next day’s net asset value for those funds.

An excessive number of exchanges may be disadvantageous to the Trust. Therefore, the Trust, in addition to its right to reject any exchange, reserves the right to adopt a policy of terminating the exchange privilege of any shareholder who makes more than a specified number of exchanges in a 12-month period or in any calendar quarter. The Trust reserves the right to modify or discontinue the exchange privilege at any time.

The Trust reserves the right to suspend or postpone redemptions during any period when: (a) trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed for other than customary weekend and holiday closings; (b) the SEC has by order permitted such suspension; or (c) an emergency, as determined by the SEC, exists, making disposal of portfolio securities or valuation of net assets of a Fund not reasonably practicable.

The Trust is committed to paying in cash all requests for redemptions by any shareholder of record of the Funds, limited in amount with respect to each shareholder during any 90-day period to the lesser of: (i) $250,000; or (ii) 1% of the net asset value of the Trust at the beginning of such period. Although the Trust will normally redeem all shares for cash, it may, in unusual circumstances, redeem amounts in excess of the lesser of (i) or (ii) above by payment in kind of securities held in the Funds’ portfolios.

The Trust has adopted procedures under which it may make redemptions-in-kind to shareholders who are affiliated persons of a Fund. Under these procedures, the Trust generally may satisfy a redemption request from an affiliated person in-kind, provided that: (1) the redemption-in-kind is effected at approximately the affiliated shareholder’s proportionate share of the distributing Fund’s current net assets, and thus does not result in the dilution of the interests of the remaining shareholders; (2) the distributed securities are valued in the same manner as they are valued for purposes of computing the distributing Fund’s net asset value; (3) the redemption-in-kind is consistent with the Fund’s Prospectus and Statement of Additional Information; and (4) neither the affiliated shareholder nor any other party with the ability and the pecuniary incentive to influence the redemption-in-kind selects, or influences the selection of, the distributed securities.

Due to the relatively high cost of maintaining smaller accounts, the Trust reserves the right to redeem shares in any account for their then-current value (which will be promptly paid to the investor) if at any time, due to shareholder redemption, the shares in the account do not have a value of at least a specified amount. The applicable minimums and other information about such mandatory redemptions are set forth in the applicable Prospectus and in “Additional Information about Purchases, Exchanges and Redemptions of Class A, Class B, Class C and Class R shares,” below. The Trust’s Declaration of Trust also authorizes the Trust to redeem shares under certain other circumstances as may be specified by the Board of Trustees.

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How to Buy Shares—Class A, Class B, Class C and Class R Shares.

Purchases through Financial Firms. Class A, Class C and Class R shares of each Fund are offered through various financial firms including broker-dealers, banks, trust companies and certain other firms. Class B Shares of the Funds are no longer available for purchase, as described in each Fund’s prospectus.

Direct Purchases By Mail. Investors who wish to invest in Class A or Class C shares by mail may obtain an application form online at pimco.com/investments or by calling 888.87.PIMCO. Investors should send the completed application along with a check payable to PIMCO Family of Funds, to:

Regular Mail:

PIMCO Funds

P.O. Box 55060

Boston, MA 02205-5060

Overnight Mail:

PIMCO Funds

c/o Boston Financial Data Services, Inc.

30 Dan Road

Canton, MA 02021-2809

The Distributor does not make recommendations or provide investment advice and will not accept any responsibility for your selection of investments made with or without the assistance of a representative of your financial firm. All shareholders who establish accounts by mail will receive individual confirmations of each purchase, redemption, dividend reinvestment, exchange or transfer of Fund shares, including the total number of Fund shares owned as of the confirmation date, except that purchases resulting from the reinvestment of daily-accrued dividends and/or distributions will be confirmed once each calendar quarter. See “Fund Distributions” in the applicable Fund’s Prospectus. Information regarding direct investment or any other features or plans offered by the Trust may be obtained by calling 888.87.PIMCO or by calling your financial firm representative.

Purchases are accepted subject to collection of checks at full value and conversion into federal funds. Payment by a check drawn on any member of the Federal Reserve System can normally be converted into federal funds within two business days after receipt of the check. Checks drawn on a non-member bank may take up to 15 days to convert into federal funds. In all cases, the purchase price is based on the net asset value next determined after the purchase order and check are accepted, even though the check may not yet have been converted into federal funds.

The Trust reserves the right to require payment by wire. The Trust generally does not accept payments made by cash, money order, temporary/starter checks, third party checks, credit cards, traveler’s checks, credit card checks, or checks drawn on non-U.S. banks even if payment may be effected through a U.S. bank.

Purchases By Telephone. You may elect to purchase shares over the phone or in writing. For more information please call 888.87.PIMCO.

Subsequent Purchases of Shares—Class A and Class C Shares. The minimum subsequent purchase in any Fund is $50. Subsequent purchases of Class A or Class C shares can be made as indicated above by mailing a check with a letter of instruction describing the investment or with the additional investment portion of a confirmation statement. Additionally, subsequent purchases can be made through the Automatic Investment Plan, the Automatic Exchange Plan, and the Automated Clearing House (ACH) privilege referred to below. All payments should be made payable to PIMCO Family of Funds and should clearly indicate the shareholder’s account number. Checks should be mailed to the address under “Purchases By Mail.”

Purchasing Class R Shares. Class R shares are generally available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, non-qualified deferred compensation plans, health care benefit funding plans, and other specified benefit plans and accounts whereby the plan or the plan’s financial service firm has an agreement with the Distributor or the Administrator to utilize Class R shares in certain investment products or programs (each such plan or account, a “Class R Eligible Plan”). Class R shares are not available to traditional and Roth IRAs (except through omnibus accounts), SEPs, SAR-SEPs, SIMPLE IRAs, 403(b)(7) custodial accounts, Coverdell Education Savings Accounts or retail or institutional benefit plans other than those specified above. Additionally, Class R shares are generally available only to Class R Eligible Plans where Class R shares are held on the books of the Funds through omnibus accounts (either at the plan level or at the level of the financial firm level). Although Class R shares may be purchased by a plan administrator directly through the Distributor,

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specified benefit plans that purchase Class R shares directly through the Distributor must hold their shares in an omnibus account at the benefit plan level. Plan participants may not directly purchase Class R shares from the Distributor. There is no minimum initial or additional investment in Class R shares because Class R shares may only be purchased through omnibus accounts.

Purchasing the Institutional Class, Class M, Class P, Class D and Administrative Class Shares

Purchases through Financial Firms. Institutional Class, Class M, Class P, Class D and Administrative Class shares of each Fund are offered through various financial firms including broker-dealers, banks, trust companies and certain other financial firms.

Direct Purchases. Investors who wish to invest in Institutional Class, Class M and Administrative Class Shares may obtain an application online at pimco.com/investments or by calling 888.87.PIMCO. The completed application may be submitted using the following methods:

Facsimile:

816.421.2861

Regular Mail:

PIMCO Funds

c/o BFDS Midwest

330 W. 9^th Street

Kansas City, MO 64105

Email:

pimcoteam@bfdsmidwest.com

Except as described below, an investor may purchase Institutional Class, Class M and Administrative Class shares only by wiring federal funds to:

PIMCO Funds c/o State Street Bank & Trust Co.

225 Franklin St. Boston, MA 02110

ABA: 011000028

DDA: 9905-7432 ACCT: Your PIMCO Account Number

FFC: Name of Entity and Name of Fund(s) in which you wish to invest

Before wiring federal funds, the investor must provide purchase instructions to the Transfer Agent. In order to receive the current day’s price, purchase instructions must be received in good order prior to market close. Purchase instructions must include the name of authorized person on the account, account name, account number, name of Fund and share class, and amount being wired. Wires received without purchase instructions will result in a processing delay or a return of wire. Failure to send the accompanying wire on the same day may result in the cancellation of the purchase order.

Investors may also purchase Institutional Class, Class M and Administrative Class shares with proceeds derived from a separate account managed by PIMCO or one of its affiliates. For more information please call 888.87.PIMCO.

Unavailable or Restricted Funds. Certain Funds and/or share classes are not currently offered to the public as of the date of this Statement of Additional Information. Please see the applicable Prospectuses for details.

Additional Information About Purchases. Shares may be purchased at a price equal to their net asset value per share next determined after receipt of an order plus a sales charge, which may be imposed either: (i) at the time of the purchase in the case of Class A shares (the “initial sales charge alternative”); or (ii) by the deduction of an ongoing asset-based sales charge in the case of Class C shares (the “asset-based sales charge alternative”). In certain circumstances, Class A and Class C shares are also subject to a CDSC. See “Alternative Purchase Arrangements.” Purchase payments for Class C and R shares are fully invested at the net asset value next determined after acceptance of the trade. Purchase payments for Class A shares, less the applicable sales charge, are invested at the net asset value next determined after acceptance of the trade.

All purchase orders (except purchase orders for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, which are discussed below) received by the Funds prior to the close of regular trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange on a regular business day are processed at that day’s offering price. However, orders received by the Funds after the offering price is determined that day from financial firms or certain retirement plans will receive such offering price if the orders were received by the financial firm or retirement plan from its customer or participant prior to such offering price determination and best efforts are made to transmit the order to the Funds so that it is received by 9:00 a.m., Eastern time, but no later than 9:30 a.m., Eastern time, on the next business day in accordance with an agreement or as allowed by law. Purchase orders received on a day other

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than a regular business day will be executed on the next succeeding regular business day. The Distributor, in its sole discretion, may accept or reject any order for purchase of Fund shares. The sale of shares will be suspended on any day on which the New York Stock Exchange is closed and, if permitted by the rules of the SEC, when trading on the New York Stock Exchange is restricted or during an emergency that makes it impracticable for the Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period as permitted by the SEC for the protection of investors.

Purchase orders for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds received by the Fund prior to 5:30 p.m., Eastern time (or an earlier time if a Fund closes early) on a day such Fund is open for business, will be processed at that day’s net asset value. Orders received by the PIMCO Government Money Market and PIMCO Treasury Money Market Funds after 5:30 p.m., Eastern time, will be processed at that day’s net asset value if the orders were received by a financial firm from its customer prior to 5:30 p.m., Eastern time and were transmitted to and received by the Funds prior to such time as agreed upon by the Distributor or Administrator in accordance with an agreement or as allowed by applicable law. The PIMCO Government Money Market and PIMCO Treasury Money Market Funds are “open for business” on each day the New York Stock Exchange is open, which excludes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Each Fund reserves the right to close if the primary trading markets of a Fund’s portfolio instruments are closed and the Fund’s management believes that there is not an adequate market to meet purchase, redemption or exchange requests. On any business day when the Securities Industry and Financial Markets Association recommends that the securities markets close trading early, the PIMCO Government Money Market or PIMCO Treasury Money Market Fund may close trading early. Purchase orders for PIMCO Government Money Market and PIMCO Treasury Money Market Fund shares will be accepted only on days on which a Fund is open for business. If a purchase order is received by the Fund on a day when the Fund is not open for business, it will be processed on the next succeeding day the Fund is open for business (according to the succeeding day’s net asset value).

Tax-Qualified Specified Benefit and Other Plans. The Funds make available specified benefit plan services and documents for Individual Retirement Accounts (“IRAs”), including Roth IRAs, for which State Street Bank and Trust Company serves as trustee and for IRA Accounts under the Internal Revenue Code. The Funds make available services and prototype documents for Simplified Employee Pension Plans (“SEP”). In addition, prototype documents are available for establishing 403(b)(7) custodial accounts with State Street Bank and Trust Company as custodian. This form of account is available to employees of certain non-profit organizations.

For purposes of this section, a “Plan Investor” means any of the following: 401(k) plan, profit-sharing plan, money purchase pension plan, defined benefit plan, 457 plan, employer-sponsored 403(b) plan, non-qualified deferred compensation plan, health care benefit funding plan and specified benefit plans and accounts whereby the plan or the plan’s financial service firm has an agreement with the Distributor or the Administrator to utilize Class R shares in certain investment products or programs, or other benefit plan specified as such by the Distributor. The term “Plan Investor” does not include an IRA, Roth IRA, SEP IRA, SIMPLE IRA, SAR-SEP IRA, 403(b)(7) custodial account, a Coverdell Education Savings Account or a College Access 529 Plan Account.

The minimum initial investment for all Plan Investors, IRAs, Roth IRAs, SEP IRAs, SIMPLE IRAs, SAR-SEP IRAs and 403(b)(7) custodial accounts are set forth in the table under “Specified Benefit Account Minimums” below. For Plan Investors invested in a Fund through omnibus account arrangements, there is no minimum initial investment per plan participant. Instead, there is a minimum initial investment per plan, which is agreed upon by the Distributor and the financial firm maintaining the omnibus account. However, any Plan Investor that has existing positions in the Funds and that does not already maintain an omnibus account with a Fund and would like to invest in such Fund is subject to the minimum initial investment set forth in the table under “Specified Benefit Account Minimums” below.

Automatic Investment Plan. The Automatic Investment Plan provides for periodic investments into a shareholder’s account with the Funds by means of automatic transfers of a designated amount from the shareholder’s bank account. The minimum investment for eligibility in the Automatic Investment Plan is $1,000 per Fund. Investments may be made monthly, quarterly or annually, and may be in any amount subject to a minimum of $50 per Fund for each Fund in which shares are purchased through the plan. Further information regarding the Automatic Investment Plan is available from the Distributor or participating brokers. You may enroll by completing the appropriate section on the account application, or you may obtain the appropriate Account Options Form by calling 888.87.PIMCO or your financial advisor or by visiting pimco.com/investments. The use of the appropriate form may be limited for certain Funds and/or share classes at the discretion of the Distributor.

Automatic Exchange Plan. Further information regarding the Automatic Exchange Plan is available by calling PIMCO Funds at 888.87.PIMCO or your financial advisor. You may enroll by completing the Account Options Form, which may be obtained by telephone request or by visiting pimco.com/investments. The use of the appropriate form may be limited for certain Funds and/or other share classes at the option of the Distributor, and as set forth in the Prospectus. For more information on exchanges, see “Exchange Privilege.”

Automated Clearing House (ACH) Privileges. The ACH network allows electronic transfer from a checking or savings account. The ACH network allows electronic transfer from a checking or savings account. The ACH privilege may be used for initial purchases,

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subsequent purchases, and for redemptions and other transactions described under “How to Redeem.” Purchase transactions are effected by electronic funds transfers from the investor’s account at a U.S. bank or other financial institution that is an ACH member. To initiate such purchases, please call 888.87.PIMCO. All calls will be recorded. For A and C shares the minimum initial investment by ACH is $1,000 per Fund and the subsequent investment by ACH is $50 per Fund.

ACH privileges must be requested on the account application. To establish ACH privileges on an existing account, complete an Account Options Form, which is available by calling 888.87.PIMCO or by visiting pimco.com/investments, with signatures validated from all shareholders of record for the account. See “Signature Validation” below. To add this privilege to an account holding Institutional shares please call 888.87.PIMCO. Such privileges apply to each shareholder of record for the Fund account unless and until the Funds receive written instructions from a shareholder of record canceling such privileges. Changes of bank account information must be made by completing a new Account Options Form signed by all owners of record of the account, with all signatures validated. The Fund and its agents may rely on any telephone instructions believed to be genuine and will not be responsible to shareholders for any damage, loss or expenses arising out of such instructions. The Funds reserve the right to amend, suspend or discontinue the ACH privileges at any time without prior notice. The ACH privilege does not apply to shares held in broker “street name” accounts or in other omnibus accounts.

Signature Validation. When a signature validation is called for, a Medallion signature guarantee or Signature validation program (“SVP”) stamp will be required. A Medallion signature guarantee is intended to provide signature validation for transactions considered financial in nature, and an SVP stamp is intended to provide signature validation for transactions non-financial in nature. A Medallion signature guarantee or SVP stamp may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution which is participating in a Medallion program or Signature validation program recognized by the Securities Transfer Association. Signature validations from financial institutions which are not participating in one of these programs will not be accepted. Please note that financial institutions participating in a recognized Medallion program may still be ineligible to provide a signature validation for transactions of greater than a specified dollar amount. The Trust may change the signature validation requirements from time to time upon notice to shareholders, which may be given by means of a new or supplemented prospectus. Shareholders should contact PIMCO Funds for additional details regarding the Funds’ signature validation requirements.

The Distributor reserves the right to modify its signature guarantee standards at any time. The Funds may change the signature guarantee requirements from time to time upon notice to shareholders, which may, but is not required to, be given by means of a new or supplemented prospectus. Shareholders should contact the Distributor for additional details regarding the Funds’ signature guarantee requirements.

Account Registration and Privilege Changes. Changes in registration or account privileges may be made in writing via letter of instruction or via the Account Options form which can be obtained online at pimco.com/investments or by calling 888.87.PIMCO. Signature validation may be required. See “Signature Validation” above. All correspondence must include the account number and may be submitted using the following methods:

Class A, Class C, Class D, Class R shares:

Regular Mail:

PIMCO Funds

P.O. Box 55060

Boston, MA 02205-5060

Overnight Mail:

PIMCO Funds

c/o Boston Financial Data Services, Inc.

30 Dan Road

Canton, MA 02021-2809

Institutional Class, Class M, and Administrative Class Shares:

Facsimile:

816.421.2861

Regular Mail:

PIMCO Funds

c/o BFDS Midwest

330 W. 9^th Street

Kansas City, MO 64105

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Minimum Account Size—Class A and Class C Shares. Due to the relatively high cost to the Funds of maintaining small fund accounts, shareholders are asked to maintain a fund/class account balance in each Fund and Class in which the shareholder invests at least the amount necessary to open the type of account involved. If a shareholder’s balance for any Fund/Class account is below such minimum for three months or longer, the Fund’s administrator shall have the right (except in the case of retirement accounts) to close that Fund/Class account after giving the shareholder 60 days in which to increase his or her balance. The shareholder’s Fund/Class account will not be liquidated if the reduction in size is due solely to market decline in the value of the shareholder’s Fund shares or if the aggregate value of the shareholder’s accounts (and the accounts of the shareholder’s spouse and his or her children under the age of 21 years), or all of the accounts of an employee benefits plan of a single employer, in series of the PIMCO Equity Series and PIMCO Funds exceeds $50,000.

Transfer on Death Registration. The Funds may accept “transfer on death” (“TOD”) account registration requests from investors. The laws of a state selected by the Funds in accordance with the Uniform TOD Security Registration Act will govern the registration. The Fund may require appropriate releases and indemnifications from investors as a prerequisite for permitting TOD registration. The Funds may from time to time change these requirements (including by changes to the determination as to which state’s law governs TOD registrations).

Summary of Minimum Investments for Class A and C Shares. The following table provides a summary of the minimum initial investment and minimum subsequent investment for each type of account (including Specified Benefit Accounts):

Type of Account	Initial Minimum Investment	Subsequent Minimum Investment
Regular/General Retail Accounts	$1,000 per Fund	$50 per Fund
IRA	$1,000 per Fund	$50 per Fund
Roth IRA	$1,000 per Fund	$50 per Fund
UTMA	$1,000 per Fund	$50 per Fund
UGMA	$1,000 per Fund	$50 per Fund
Automatic Investment Plan	$1,000 per Fund	$50 per Fund
Automatic Exchange Plan	$1,000 per Fund	$50 per Fund
SEP IRA established on or before March 31, 2004	$50 per Fund/per participant	$0
SEP IRA established after March 31, 2004	$1,000 per Fund/per participant	$0
SIMPLE IRA*	$50 per Fund/per participant	$0
SAR-SEP IRA*	$50 per Fund/per participant	$0
403(b)(7) custodial account plan established on or before March 31, 2004	$50 per Fund/per participant	$0
403(b)(7) custodial account plan established after March 31, 2004	$1,000 per Fund/per participant	$0
Plan Investors held through omnibus accounts-
Plan Level	$0	$0
Participant Level	$0	$0
Plan Investors held through non-omnibus accounts (individual participant accounts) established on or before March 31, 2004	$50 per Fund	$0
Plan Investors held through non-omnibus accounts (individual participant accounts) established after March 31, 2004	$1,000 per Fund	$0

^(*)  The minimums apply to existing accounts only. No new SIMPLE-IRA or SAR-SEP IRA accounts are being accepted.

Alternative Purchase Arrangements. The Funds offer investors up to three classes of shares (Class A, Class C and Class R) in the applicable Fund’s Prospectus. Class A and Class C shares bear sales charges in different forms and amounts and bear different levels of expenses, as described below. Class R shares do not bear a sales charge, but are subject to expenses that vary from those levied on Class A or Class C shares. Through separate prospectuses, certain of the Funds currently offer up to five additional classes of shares: Class D, Class M, Class P, Institutional Class and Administrative Class shares. Class D shares are offered through certain financial firms. Class M shares are offered through certain brokers and financial firms that have established a shareholder servicing relationship with the Trust. Class P shares are offered primarily through certain asset allocation, wrap fee and other fee-based programs sponsored by broker-dealers and other financial firms. Institutional Class shares are offered to pension and profit sharing plans, employee benefit trusts, endowments, foundations, corporations and other high net worth individuals. Administrative Class shares are offered primarily through employee benefit plan alliances, broker-dealers and other intermediaries. Similar to Class R shares, Class D, Class M, Class P, Institutional Class and Administrative Class shares are sold without a sales charge and have different expenses than Class A, Class B, Class C and Class R shares. As a result of lower sales charges and/or operating expenses, Class D, Class M, Class P, Institutional Class and Administrative Class shares are generally expected to achieve higher investment returns than Class A, Class B, Class C or Class R shares. To obtain more information about the various share classes please call 888.87.PIMCO.

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The alternative purchase arrangements described in this Statement of Additional Information are designed to enable a retail investor to choose the method of purchasing Fund shares that is most beneficial to the investor based on all factors to be considered, including the amount and intended length of the investment, the particular Fund and whether the investor intends to exchange shares for shares of other Funds. Generally, when making an investment decision, investors should consider the anticipated life of an intended investment in the Funds, the size of the investment, the accumulated distribution and servicing fees plus CDSCs on Class C shares, the initial sales charge plus accumulated servicing fees on Class A shares (plus a CDSC in certain circumstances), the possibility that the anticipated higher return on Class A shares due to the lower ongoing charges will offset the initial sales charge paid on such shares, the automatic conversion of Class B shares into Class A shares and the difference in the CDSCs applicable to Class A, Class B and Class C shares.

Investors should understand that initial sales charges, servicing and distribution fees and CDSCs are all used directly or indirectly to fund the compensation of financial firms that sell or provide services with respect to Fund shares. Depending on the arrangements in place at any particular time, a financial intermediary may have a financial incentive for recommending a particular share class over other share classes.

Class A. The initial sales charge alternative (Class A) might be preferred by investors purchasing shares of sufficient aggregate value to qualify for reductions in the initial sales charge applicable to such shares. Similar reductions are not available on the asset-based sales charge alternative (Class C). Class A shares are subject to a servicing fee but are not subject to a distribution fee and, accordingly, such shares are expected to pay correspondingly higher dividends on a per share basis. However, because initial sales charges are deducted at the time of purchase, not all of the purchase payment for Class A shares is invested initially. Class C shares might be preferable to investors who wish to have all purchase payments invested initially, although remaining subject to higher distribution and servicing fees and, for certain periods, being subject to a CDSC. An investor who qualifies for an elimination of the Class A initial sales charge should also consider whether he or she anticipates redeeming shares in a time period that will subject such shares to a CDSC as described below. Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds are not subject to an initial sales charge or a CDSC. See “Class A Deferred Sales Charge” below.

Class C. Class C shares might be preferred by investors who intend to purchase shares that are not of sufficient aggregate value to qualify for Class A sales charges of 1% or less and who wish to have all purchase payments invested initially. Class C shares are preferable to Class B shares for investors who intend to maintain their investment for intermediate periods and therefore may also be preferable for investors who are unsure of the intended length of their investment. Unlike Class B shares, Class C shares are not subject to a CDSC after they have been held for one year. Class C shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds are not subject to a CDSC unless acquired by exchanging Class C shares of another Fund. However, because Class C shares do not convert into Class A shares, Class B shares may be preferable to Class C shares for investors who intend to maintain their investment in the Funds for long periods depending on the amount of their investment. See “Asset-Based Sales Charge Alternative—Class C Shares” below.

Class R. Only Class R Eligible Plans may purchase Class R shares. Class R shares are not subject to an initial sales charge or a CDSC but are subject to ongoing service fees of 0.25% of the average daily net asset value of the Class R shares per year and ongoing distribution fees of 0.25% of the average daily net asset value of the Class R shares per year. Servicing fees are used to compensate financial firms for personal services and the maintenance of shareholder accounts. Distribution fees are used to support the firm’s marketing and distribution efforts, such as compensating financial advisors and their financial firms, advertising and promotion. If Class R shares are held over time, these fees may exceed the maximum sales charge than investor would have paid as a shareholder of one of the other share classes.

In determining which class of shares to purchase, an investor should always consider whether any waiver or reduction of a sales charge or a CDSC is available. See generally “Initial Sales Charge Alternative—Class A Shares” and “Waiver of Contingent Deferred Sales Charges” below.

The maximum purchase of Class C shares of a Fund in a single purchase is $499,999 ($249,999 for the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short-Term and PIMCO Short Duration Municipal Income Funds). If an investor intends to purchase Class C shares: (i) for more than one Fund and the aggregate purchase price for all such purchases will exceed $499,999 ($249,999 for the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short-Term and PIMCO Short Duration Municipal Income Funds) for Class C shares; or (ii) for one Fund in a series of transactions and the aggregate purchase amount will exceed $499,999 ($249,999 for the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short-Term and PIMCO Short Duration Municipal Income Funds) for Class C shares, then in either such event the investor should consider whether purchasing another share class may be in the investor’s best interests. The Funds may refuse any order to purchase shares.

For a description of the Distribution and Servicing Plans and distribution and servicing fees payable thereunder with respect to Class A, Class B, Class C and Class R shares, see “Distribution and Servicing (12b-1) Plans” in the prospectuses.

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Waiver of Contingent Deferred Sales Charges. The CDSC applicable to Class A and Class C shares is currently waived for:

(i) any partial or complete redemption in connection with (a) required minimum distributions to IRA account owners or beneficiaries or (b) distributions to participants in employer-sponsored retirement plans upon attaining age 59 1/2 or on account of death or permanent and total disability (as defined in Section 22(e) of the Internal Revenue Code) that occurs after the purchase of Class A or Class C shares;

(ii) any partial or complete redemption in connection with a qualifying loan or hardship withdrawal from an employer sponsored retirement plan;

(iii) any complete redemption in connection with a distribution from a qualified employer retirement plan in connection with termination of employment or termination of the employer’s plan and the transfer to another employer’s plan or to an IRA;

(iv) any partial or complete redemption following death or permanent and total disability (as defined in Section 22(e) of the Internal Revenue Code) of an individual holding shares for his or her own account and/or as the last survivor of a joint tenancy arrangement (this provision, however, does not cover the death or disability of an individual holding in a fiduciary capacity, as a nominee or agent, nor the death or disability of a legal entity or the owners or beneficiaries of any such entity) provided the redemption is requested within one year of the death or initial determination of disability and provided the death or disability occurs after the purchase of the shares;

(v) any redemption resulting from a return of an excess contribution to a qualified employer retirement plan or an IRA;

(vi) up to 10% per year of the value of a Fund account that (a) has the value of at least $10,000 at the start of such year and (b) is subject to an Automatic Withdrawal Plan;

(vii) redemptions by current or former Trustees, officers and employees of any of the Trusts , and by directors, officers and current or former employees of the Distributor, Allianz, Allianz Global Fund Management or PIMCO if the account was established while employed;

(viii) redemptions effected pursuant to a Fund’s right to involuntarily redeem a shareholder’s Fund account if the aggregate net asset value of shares held in such shareholder’s account is less than a minimum account size specified in such Fund’s prospectus;

(ix) involuntary redemptions caused by operation of law;

(x) redemptions of shares of any Fund that is combined with another Fund, investment company, or personal holding company by virtue of a merger, acquisition or other similar reorganization transaction;

(xi) redemptions by a shareholder who is a participant making periodic purchases of not less than $50 through certain employer sponsored savings plans that are clients of a broker-dealer with which the Distributor has an agreement with respect to such purchases;

(xii) redemptions effected by trustees or other fiduciaries who have purchased shares for employer-sponsored plans, the trustee, administrator, fiduciary, broker, trust company or registered investment adviser for which has an agreement with the Distributor with respect to such purchases;

(xiii) redemptions in connection with IRA accounts established with Form 5305-SIMPLE under the Internal Revenue Code for which the Trust is the designated financial institution;

(xiv) redemptions where the shareholder can demonstrate hardship, which shall be determined in the sole discretion of the Funds;

(xv) redemptions where the shareholder can demonstrate the shareholder inadvertently requested redemption within the CDSC period and substantially all of the CDSC period has lapsed; and

(xvi) an intra-fund exchange of Class A shares for Institutional Class shares where the Class A shares were purchased at NAV and no commission was paid.

The CDSC applicable to Class B shares is currently waived for any partial or complete redemption in each of the following cases:

(i) in connection with required minimum distributions to IRA account owners or to plan participants or beneficiaries;

(ii) involuntary redemptions caused by operation of law;

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(iii) redemption of shares of any Fund that is combined with another Fund, investment company, or personal holding company by virtue of a merger, acquisition or other similar reorganization transaction;

(iv) following death or permanent and total disability (as defined in Section 22(e) of the Internal Revenue Code) of an individual holding shares for his or her own account and/or as the last survivor of a joint tenancy arrangement (this provision, however, does not cover the death or disability of an individual holding in a fiduciary capacity, as a nominee or agent, nor the death or disability of a legal entity or the owners or beneficiaries of any such entity) provided the redemption is requested within one year of the death or initial determination of disability and further provided the death or disability occurs after the purchase of the shares;

(v) up to 10% per year of the value of a Fund account that (a) has a value of at least $10,000 at the start of such year and (b) is subject to an Automatic Withdrawal Plan (See “How to Redeem—Automatic Withdrawal Plan”);

(vi) redemptions effected pursuant to a Fund’s right to involuntarily redeem a shareholder’s Fund account if the aggregate net asset value of shares held in the account is less than a minimum account size specified in the Fund’s prospectus;

(vii) redemptions where the shareholder can demonstrate hardship, which shall be determined in the sole discretion of the Funds; and

(viii) redemptions where the shareholder can demonstrate the shareholder inadvertently requested redemption within the CDSC period and substantially all of the CDSC period has lapsed.

The Funds may require documentation prior to waiver of the CDSC for any class, including distribution letters, certification by plan administrators, applicable tax forms, death certificates, physicians’ certificates (e.g., with respect to disabilities), etc.

Exempt Transactions. Investors will not be subject to CDSCs in the following transactions:

(i) a redemption by a holder of Class A shares who purchased $250,000 or more of Class A Shares of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds (and therefore did not pay an initial sales charge) where pursuant to an agreement between the broker-dealer and the Distributor, the Distributor did not pay at the time of purchase the upfront commission it normally would have paid the broker-dealer but began paying distribution and/or shareholder services fees immediately; and

(ii) a redemption by a holder of Class A or Class C shares where, by agreement between the broker-dealer and Distributor, the Distributor did not pay at the time of purchase all or a portion of the payments (or otherwise agreed to a variation from the normal payment schedule) it normally would have paid to the broker-dealer (e.g., upfront commissions and/or advancements of distribution and/or shareholder services fees) in connection with such purchase.

Initial Sales Charge Alternative - Class A Shares. Class A shares are sold at a public offering price equal to their net asset value per share plus a sales charge. As indicated below under “Class A Deferred Sales Charge,” certain investors who purchase $1,000,000 ($250,000 in the case of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment Fund, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds) or more of any Fund’s Class A shares (and thus pay no initial sales charge) may be subject to a CDSC of up to 1% if they redeem such shares during the first 18 months after their purchase. Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds are not subject to an initial sales charge or CDSC.

[Information pertaining to the PIMCO Emerging Markets Full Spectrum Bond Fund is to be provided by amendment.]

PIMCO All Asset All Authority, PIMCO Convertible, PIMCO CommoditiesPLUS^® Short Strategy, PIMCO CommoditiesPLUS^® Strategy, PIMCO CommodityRealReturn Strategy, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset, PIMCO RealEstateRealReturn Strategy, PIMCO RealRetirement^® Income and Distribution, PIMCO RealRetirement^® 2015, PIMCO RealRetirement^® 2020, PIMCO RealRetirement^® 2025, PIMCO RealRetirement^® 2030, PIMCO RealRetirement^® 2035, PIMCO RealRetirement^® 2040, PIMCO RealRetirement^® 2045 and PIMCO RealRetirement^® 2050 Funds

Amount of Purchase	Initial Sales Charge as % of Public Offering Price**	Initial Sales Charge as % of Net Amount Invested	Discount or Commission to dealers as % of Public Offering Price*
Under $50,000	5.50%	5.82%	4.75%
$50,000 but under $100,000	4.50%	4.71%	4.00%
$100,000 but under $250,000	3.50%	3.63%	3.00%
$250,000 but under $500,000	2.50%	2.56%	2.00%
$500,000 but under $1,000,000	2.00%	2.04%	1.75%
$1,000,000 +	0.00%	0.00%1	0.00%2

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PIMCO All Asset, PIMCO California Intermediate Municipal Bond, PIMCO California Municipal Bond, PIMCO Credit Absolute Return, PIMCO Diversified Income, PIMCO Emerging Local Bond, PIMCO Emerging Markets Bond, PIMCO Emerging Markets Corporate Bond, PIMCO Emerging Markets Currency, PIMCO Foreign Bond (Unhedged), PIMCO Foreign Bond (U.S. Dollar-Hedged), PIMCO Fundamental Advantage Total Return Strategy, PIMCO Fundamental IndexPLUS^® TR, PIMCO Global Advantage^® Strategy Bond, PIMCO Global Bond (U.S. Dollar-Hedged), PIMCO GNMA, PIMCO High Yield, PIMCO High Yield Municipal Bond, PIMCO Income, PIMCO International Fundamental IndexPLUS^® TR Strategy, PIMCO International StocksPLUS^® TR Strategy (U.S. Dollar-Hedged), PIMCO International StocksPLUS^® TR Strategy Fund (Unhedged), PIMCO Investment Grade Corporate Bond, PIMCO Long-Term U.S. Government, PIMCO Mortgage-Backed Securities, PIMCO Mortgage Opportunities, PIMCO Municipal Bond, PIMCO National Intermediate Municipal Bond, PIMCO New York Municipal Bond, PIMCO Real Income 2019^®, PIMCO Real Income 2029^®, PIMCO Real Return, PIMCO Senior Floating Rate, PIMCO Small Cap StocksPLUS^® TR, PIMCO Small Company Fundamental IndexPLUS^® TR Strategy, PIMCO StocksPLUS^® , PIMCO StocksPLUS^® Long Duration, PIMCO StocksPLUS^® Total Return, PIMCO StocksPLUS^®TR Short Strategy, PIMCO Tax Managed Real Return, PIMCO Total Return, PIMCO Unconstrained Bond, PIMCO Unconstrained Tax Managed Bond and PIMCO Worldwide Fundamental Advantage TR Strategy Funds

Amount of Purchase	Initial Sales Charge as % of Public Offering Price**	Initial Sales Charge as % of Net Amount Invested	Discount or Commission to dealers as % of Public Offering Price*
Under $100,000	3.75%	3.90%	3.25%
$100,000 but under $250,000	3.25%	3.36%	2.75%
$250,000 but under $500,000	2.25%	2.30%	2.00%
$500,000 but under $1,000,000	1.75%	1.78%	1.50%
$1,000,000 +	0.00%1	0.00%1	0.00%3

PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds

Amount of Purchase	Initial Sales Charge as % of Public Offering Price**	Initial Sales Charge as % of Net Amount Invested	Discount or Commission to dealers as % of Public Offering Price*
Under $100,000	2.25%	2.30%	2.00%
$100,000 but under $250,000	1.25%	1.27%	1.00%
$250,000 +	0.00%1	0.00%1	0.00%4

⁽¹⁾  As shown, investors who purchase more than $1,000,000 of any Fund’s Class A shares ($250,000 in the case of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds) will not pay any initial sales charge on such purchase. However, except with regard to purchases of Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds and certain purchases of Class A shares of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds described in Note 4 below, purchasers of $1,000,000 ($250,000 in the case of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds) or more of Class A shares (other than those purchasers described below under “Sales at Net Asset Value” where no commission is paid) will be subject to a CDSC of up to 1% (0.50% in the case of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds and 0.75% in the case of the PIMCO Low Duration Fund) if such shares are redeemed during the first 18 months after such shares are purchased unless such purchaser is eligible for a waiver of the CDSC as described under “Waiver of Contingent Deferred Sales Charges” above. See “Class A Deferred Sales Charge” below.

⁽²⁾  The Distributor will pay a commission to dealers that sell amounts of $1,000,000 or more of Class A shares according to the following schedule: 1.00% of the first $2,000,000, 0.75% of amounts from $2,000,001 to $5,000,000, and 0.50% of amounts over $5,000,000. These payments are not made in connection with sales to employer-sponsored plans. The Distributor will then also pay to such dealers a Rule 12b-1 trail fee of 0.25% beginning in the thirteenth month after purchase.

⁽³⁾  The Distributor will pay a commission to dealers that sell amounts of $1,000,000 or more of Class A shares of each of these Funds except for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds (for which no payments are made), in each case according to the following schedule: 0.75% of the first $2,000,000 and 0.50% of amounts over $2,000,000. These payments are not made in connection with sales to employer-sponsored plans. The Distributor will then also pay to such dealers a Rule 12b-1 trail fee of 0.25% beginning in the thirteenth month after purchase.

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⁽⁴⁾  (A) The Distributor will pay a commission to dealers that sell $250,000 or more of Class A shares of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds at the annual rate of 0.15% (0.35% in the case of the PIMCO Low Duration Fund) of the net asset value of such Class A shares as in effect from time to time; such commission shall be paid in installments covering the 18 month period commencing with the date of sale. Such installments shall be paid after the end of calendar quarters in accordance with the Distributor’s practice, which may change from time to time. Investors purchasing Class A shares of such Funds through such dealers will not be subject to the Class A CDSC on such shares. (B) Alternatively, dealers may elect (through an agreement with the Distributor) to receive a commission at the time of sale on purchases of $250,000 or more of these Funds of 0.25% of the public offering price (for purchases of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Short Duration Municipal Income, PIMCO Short Asset Investment, and PIMCO Short-Term Funds) or 0.50% of the public offering price (for purchases of the PIMCO Low Duration Fund). Investors who purchase through dealers that elect the commission schedule described in this clause (B) will be subject to the Class A CDSC. (C) In addition to the commissions described in (A) and (B) above, dealers may be entitled to receive an annual servicing fee of 0.25% of the net asset value of such shares for so long as such shares are outstanding, as described below under “Participating Brokers.” These payments are not made in connection with sales to employer-sponsored plans.

^(*)  From time to time, these discounts and commissions may be increased pursuant to special arrangements between the Distributor and certain participating brokers.

^(**)  The initial sales charge shown is a percentage of the fund’s public offering price (“POP”), or the price you pay for each share you buy. This price is rounded to the nearest penny. The actual sales charge rate will be shown on your trade confirmation or statement, which —because of rounding —could be more or less than what is shown in the table. Rounding differences could be greater for small purchases or when a fund’s NAV is higher.

Each Fund receives the entire net asset value of its Class A shares purchased by investors (i.e., the gross purchase price minus the applicable sales charge). The Distributor receives the sales charge shown above less any applicable discount or commission “reallowed” to participating brokers in the amounts indicated in the tables above. The Distributor may, however, elect to reallow the entire sales charge to participating brokers for all sales with respect to which orders are placed with the Distributor for any particular Fund during a particular period. During such periods as may from time to time be designated by the Distributor, the Distributor will pay an additional amount of up to 0.50% of the purchase price on sales of Class A shares of all or selected Funds purchased to each participating broker that obtains purchase orders in amounts exceeding thresholds established from time to time by the Distributor.

Shares issued pursuant to the automatic reinvestment of income dividends or capital gains distributions are issued at net asset value and are not subject to any sales charges.

Under the circumstances described below, investors may be entitled to pay reduced sales charges for Class A shares.

These discounts and commissions may be increased pursuant to special arrangements from time to time agreed upon between the Distributor and certain participating brokers.

Right of Accumulation and Combined Purchase Privilege (Breakpoints). A Qualifying Investor (as defined below) may qualify for a reduced sales charge on Class A shares (the “Combined Purchase Privilege”) by combining concurrent purchases of the Class A shares of one or more Eligible Funds (as defined below) into a single purchase. In addition, a Qualifying Investor may qualify for a reduced sale charge on Class A shares (the “Right of Accumulation” or “Cumulative Quantity Discount”) by combining the purchase of Class A shares of an Eligible Fund with the current aggregate net asset value of all Class A, B, and C shares of any Eligible Fund held by accounts for the benefit of such Qualifying Investor. An Eligible Fund is a Fund (other than the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) that offers Class A shares.

The term “Qualifying Investor” refers to:

(i) an individual, such individual’s spouse or domestic partner, as recognized by applicable state law, such individual’s children under the age of 21 years, or such individual’s siblings (each a “family member”) (including family trust* accounts established by such a family member)

or

(ii) a trustee or other fiduciary for a single trust (except family trusts* noted above), estate or fiduciary account although more than one beneficiary may be involved

or

(iii) an employee benefit plan of a single employer.

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*For the purpose of determining whether a purchase would qualify for a reduced sales charge under the Combined Purchase Privilege or Right of Accumulation, a “family trust” is one in which a family member(s) described in section (i) above is/are a beneficiary/ies and such person(s) and/or another family member is the trustee.

Shares purchased or held through a Plan Investor or any other employer-sponsored benefit program do not count for purposes of determining whether an investor qualifies for a Cumulative Quantity Discount.

Letter of Intent. An investor may also obtain a reduced sales charge on purchases of Class A shares by means of a written Letter of Intent, which expresses an intention to invest not less than $50,000 within a period of 13 months in Class A shares of any Eligible Fund(s) (which does not include the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds). The maximum intended investment amount allowable in a Letter of Intent is $1,000,000 (except for Class A shares of the PIMCO California Short Duration Municipal Income Fund, PIMCO Floating Income Fund, PIMCO Low Duration Fund, PIMCO Short Term Fund, PIMCO Short Asset Investment Fund, and PIMCO Short Duration Municipal Income Fund, for which the maximum intended investment amount is $100,000). Each purchase of Class A shares under a Letter of Intent will be made at the public offering price or prices applicable at the time of such purchase to a single purchase of the dollar amount indicated in the Letter. At the investor’s option, a Letter of Intent may include purchases of Class A shares of any Eligible Fund made not more than 90 days prior to the date the Letter of Intent is signed; however, the 13-month period during which the Letter of Intent is in effect will begin on the date of the earliest purchase to be included and the sales charge on any purchases prior to the Letter of Intent will not be adjusted. In making computations concerning the amount purchased for purpose of a Letter of Intent, any redemptions during the operative period are deducted from the amount invested and market appreciation in the value of the shareholder’s Fund shares is not included in the Letter of Intent.

Qualifying investors may purchase shares of the Eligible Funds (which does not include the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) under a single Letter of Intent. A Letter of Intent is not a binding obligation to purchase the full amount indicated. The minimum initial investment under a Letter of Intent is 5% of such amount. Shares purchased with the first 5% of the amount indicated in the Letter of Intent will be held in escrow (while remaining registered in your name) to secure payment of the higher sales charge applicable to the shares actually purchased in the event the full intended amount is not purchased. If the full amount indicated is not purchased, a sufficient amount of such escrowed shares will be involuntarily redeemed to pay the additional sales charge applicable to the amount actually purchased, if necessary. Dividends on escrowed shares, whether paid in cash or reinvested in additional Eligible Fund shares, are not subject to escrow. When the full amount indicated has been purchased, the escrow will be released.

If an investor wishes to enter into a Letter of Intent in conjunction with an initial investment in Class A shares of a Fund, the investor should complete the appropriate portion of the account application. A current Class A shareholder desiring to do so may obtain a form to initiate a Letter of Intent by contacting PIMCO Funds at 888.87.PIMCO or any broker participating in this program.

Class A shares purchased or held through a Plan Investor or any other employer-sponsored benefit program as well as Class A shares purchased at NAV through “wrap accounts” do not count for purposes of determining whether an investor has qualified for a reduced sales charge through the use of a Letter of Intent.

Reinstatement Privilege. A Class A shareholder who has caused any or all of his shares (other than shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds that were not acquired by exchanging Class A shares of another Fund) to be redeemed may reinvest all or any portion of the redemption proceeds in Class A shares of any Eligible Fund at net asset value without any sales charge, provided that such reinvestment is made within 120 calendar days after the redemption or repurchase date. Shares are sold to a reinvesting shareholder at the net asset value next determined. See “How Fund Shares are Priced” in the applicable Fund’s prospectus. If the redemption of Class A shares triggers the imposition of a contingent deferred sales charge (CDSC), such CDSC will be credited to the investor’s account upon reinvestment. A reinstatement pursuant to this privilege will not cancel the redemption transaction and, consequently, any gain or loss so realized may be recognized for federal tax purposes except that no loss may be recognized to the extent that the proceeds are reinvested in shares of the same Fund within 30 days. The reinstatement privilege may be utilized by a shareholder only once, irrespective of the number of shares redeemed, except that the privilege may be utilized without limit in connection with transactions whose sole purpose is to transfer a shareholder’s interest in a Fund to his Individual Retirement Account or other qualified retirement plan account. An investor may exercise the reinstatement privilege by written request sent to PIMCO Funds or to the investor’s broker.

Sales at Net Asset Value. Each Fund may sell its Class A shares at net asset value without a sales charge to:

(i) current, retired, or former officers, trustees, directors or employees of any of the Trust (including accounts established for former employees or eligible relatives of former employees established while employed), PIMCO Equity Series, Allianz Funds, or Allianz Funds Multi-Strategy Trust, Allianz, Allianz Global Fund Management, PIMCO or the Distributor, other affiliates of Allianz Global Fund Management and funds advised or subadvised by any such affiliates, in any case at the discretion of Allianz Global Fund Management, PIMCO or the Distributor; their spouse or domestic partner, as recognized by applicable state law, children, siblings,

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current brother/sister-in-laws, parents, and current ather/mother-in-laws, or family trust account for their benefit, or any trust, profit-sharing or pension plan for the benefit of any such person and to any other person if the Distributor anticipates that there will be minimal sales expenses associated with the sale;

(ii) current registered representatives and other full-time employees of participating brokers or such persons’ spouse or domestic partner, as recognized by applicable state law, children under 21, and family trust accounts;

(iii) trustees or other fiduciaries purchasing shares for certain plans sponsored by employers, or charitable organizations, the trustee, administrator, recordkeeper, fiduciary, broker, trust company or registered investment adviser for which has an agreement with the Distributor, or PIMCO with respect to such purchases (including provisions related to minimum levels of investment in a Trust), and to participants in such plans

(iv) participants investing through accounts known as “wrap accounts” established with brokers or dealers approved by the Distributor where such brokers or dealers are paid a single, inclusive fee for brokerage and investment management services;

(v) client accounts of broker-dealers or registered investment advisers affiliated with such broker-dealers with which the Distributor, or PIMCO has an agreement for the use of a Fund in particular investment products or programs or in particular situations; and

(vi) accounts for which the company that serves as trustee or custodian either (a) is affiliated with or PIMCO or (b) has a specific agreement to that effect with the Distributor.

The Distributor will only pay service fees and will not pay any initial commission or other fees to dealers upon the sale of Class A shares to the purchasers described in sub-paragraphs (i) through (vi) above.

Notification of Distributor. In many cases, none of the Trust, PIMCO Equity Series, the Distributor or the Transfer Agent will have the information necessary to determine whether a quantity discount or reduced sales charge is applicable to a purchase. An investor or participating broker must notify the Distributor whenever a quantity discount or reduced sales charge is applicable to a purchase and must provide the Distributor with sufficient information at the time of purchase to verify that each purchase qualifies for the privilege or discount, including such information as is necessary to obtain any applicable “combined treatment” of an investor’s holdings in multiple accounts. Upon such notification, the investor will receive the lowest applicable sales charge. For investors investing in Class A shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor obtains the proper quantity discount or reduced sales charge. The quantity discounts and commission schedules described above may be modified or terminated at any time.

Class A Deferred Sales Charge. For purchases of Class A shares of all Funds (except the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Government Money Market, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Money Market, PIMCO Short Duration Municipal Income, PIMCO Short-Term and PIMCO Treasury Money Market Funds), investors who purchase $1,000,000 or more of Class A shares (and, thus, purchase such shares without any initial sales charge) may be subject to a 1% CDSC if such shares are redeemed within 18 months of their purchase. Certain purchases of Class A shares of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds described above under “Initial Sales Charge—Class A Shares” will be subject to a CDSC of 0.75% (for the PIMCO Low Duration Fund) or 0.50% (for the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds) if such shares are redeemed within 18 months after their purchase. The CDSCs described in this paragraph are sometimes referred to as the “Class A CDSC.”

The Class A CDSC does not apply to Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds. However, if Class A shares of these Funds are purchased in a transaction that, for any other Fund, would be subject to the CDSC (i.e., a purchase of $1,000,000 or more ($249,999 or more in the case of the PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Asset Investment, PIMCO Short Duration Municipal Income and PIMCO Short-Term Funds)) and are subsequently exchanged for Class A shares of any other Fund, a Class A CDSC will apply to the shares of the Fund(s) acquired by exchange for a period of 18 months from the date of the exchange.

For Class A shares outstanding for 18 months or more, the Distributor may also pay participating brokers annual servicing fees of 0.25% (0.10% for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds) of the net asset value of such shares.

Calculation of CDSC on Shares Purchased After December 31, 2001. A CDSC may be imposed on Class A, Class B or Class C shares under certain circumstances. A CDSC is imposed on shares redeemed within a certain number of years after their purchase. When shares are redeemed, any shares acquired through the reinvestment of dividends or capital gains distributions will be redeemed first and will not be subject to any CDSC. For the redemption of all other shares, the CDSC will be based on either the shareholder’s

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original per-share purchase price or the then current net asset value of the shares being sold, whichever is lower. CDSCs will be deducted from the proceeds of the shareholder’s redemption, not from the amounts remaining in the shareholder’s account. In determining whether a CDSC is payable, it is assumed that the shareholder will redeem first the lot of shares that will incur the lowest CDSC. Class B shares are not available for purchase by employer sponsored retirement plans.

Whether a CDSC is imposed and the amount of the CDSC will depend on the number of years since the investor purchased the shares being redeemed. See the Fund’s prospectus for information about any applicable CDSCs.

Class B shares are subject to higher distribution fees than Class A shares for a fixed period after their purchase, after which they automatically convert to Class A shares and are no longer subject to such higher distribution fees. See each Fund’s prospectus for information about the conversion of Class B shares to Class A shares. The Class B CDSC is currently waived in connection with certain redemptions as described above under “Alternative Purchase Arrangements—Waiver of Contingent Deferred Sales Charges.” For more information about the Class B CDSC, call the PIMCO Funds at 888.87.PIMCO.

For investors invested in Class B shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period for the shares redeemed.

Except as otherwise disclosed herein or in the appropriate Prospectus(es), Class B shares that are received in an exchange will be subject to a CDSC to the same extent as the shares exchanged. In addition, Class B shares that are received in an exchange will convert into Class A shares at the same time as the original shares would have converted into Class A shares. For example, Class B shares of a Fund received in an exchange for Class B shares of another Fund purchased on or after October 1, 2004, will convert into Class A shares after the fifth year. Class C shares received in exchange for Class C shares with a different CDSC period will have the same CDSC period as the shares exchanged. Furthermore, shares that are received in an exchange will be subject to the same CDSC calculation as the shares exchanged. In other words, shares received in exchange for shares purchased after December 31, 2001 will be subject to the same manner of CDSC calculation as the shares exchanged.

Conversion of Class B Shares Purchased Through Reinvestment of Distributions. For purposes of determining the date on which Class B shares convert into Class A shares, a Class B share purchased through the reinvestment of dividends or capital gains distributions (a “Distributed Share”) will be considered to have been purchased on the purchase date (or deemed purchase date) of the Class B share through which such Distributed Share was issued.

Asset-Based Sales Charge Alternative – Class C Shares. Class C shares are sold at their current net asset value without any initial sales charge. A CDSC is imposed if an investor redeems Class C shares within a certain time period after their purchase. When shares are redeemed, any shares acquired through the reinvestment of dividends or capital gains distributions will be redeemed first and will not be subject to any CDSC. For the redemption of all other shares, the CDSC will be based on either the shareholder’s original per-share purchase price or the then current net asset value of the shares being sold, whichever is lower. CDSCs will be deducted from the proceeds of the shareholder’s redemption, not from the amounts remaining in the shareholder’s account. In determining whether a CDSC is payable, it is assumed that the shareholder will redeem first the lot of shares that will incur the lowest CDSC. All of an investor’s purchase payments are invested in shares of the Fund(s) selected.

Any CDSC imposed on a redemption of Class C shares is paid to the Distributor. For investors investing in Class C shares through a financial intermediary, it is the responsibility of the financial intermediary to ensure that the investor is credited with the proper holding period for the shares redeemed. Unlike Class B shares, Class C shares do not automatically convert to any other class of shares of the Funds.

The manner of calculating the CDSC on Class C shares is the same as that of Class B shares purchased after December 31, 2001, as described above under “Calculation of CDSC on Shares Purchased After December 31, 2001.” Except as described below, for sales of Class C shares made and services rendered to Class C shareholders, the Distributor expects to make payments to participating brokers, at the time the shareholder purchases Class C shares of a Fund. The Distributor does not expect to make any payment for sales of Class C shares or services rendered for the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds. For sales of Class C shares made to participants making periodic purchases of not less than $50 through certain employer sponsored savings plans that are clients of a broker-dealer with which the Distributor has an agreement with respect to such purchases, no payments are made at the time of purchase. Financial firms that receive distribution and/or service fees may in turn pay and/or reimburse all or a portion of these fees to their customers. During such periods as may from time to time be designated by the Distributor, the Distributor will pay an additional amount of up to 0.50% of the purchase price on sales of Class C shares of all or selected Funds purchased to each participating broker that obtains purchase orders in amounts exceeding thresholds established from time to time by the Distributor.

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In addition, after the time of shareholder purchase for sales of Class C shares made and services rendered to Class C shareholders, the Distributor expects to make annual payments to participating brokers, as follows:

Fund*	Annual Service Fee**		Annual Distribution Fee**		Total
PIMCO CommoditiesPLUS® Short Strategy, PIMCO CommoditiesPLUS® Strategy, PIMCO CommodityRealReturn Strategy, PIMCO Convertible, PIMCO RealEstateRealReturn Strategy, PIMCO RealRetirement® 2015, PIMCO RealRetirement® 2025, PIMCO RealRetirement® 2035 and PIMCO Senior Floating Rate Funds		0.25%		0.75%		1.00%
PIMCO Municipal Bond, PIMCO Real Income 2019®, PIMCO Real Income 2029®, PIMCO Real Return, PIMCO StocksPLUS® and PIMCO Tax Managed Real Return Funds		0.25%		0.45%		0.70%
PIMCO California Short Duration Municipal Income, PIMCO Floating Income, PIMCO Low Duration, PIMCO Short Duration Municipal Income, PIMCO Short Asset Investment, and PIMCO Short-Term Funds		0.25%		0.25%		0.50%
PIMCO Government Money Market and PIMCO Money Market Funds		0.10%		0.00%		0.10%
All other Funds		0.25%		0.65%		0.90%

^(*)  Applies only to those Funds that commenced operations before July 31, 2011. For Funds that commenced operations on or after July 31, 2011, the Distributor may make annual payments to participating brokers with respect to such Funds’ Class C shares up to a maximum of 1.00%, subject to: (i) a separate agreement with the broker for payment of a different amount; or (ii) such different amount as disclosed in this Statement of Additional Information from time to time.

^(**)  Paid with respect to shares outstanding for one year or more (or shorter period if the Distributor has an agreement with the broker to that effect) so long as the shares remain outstanding, and calculated as a percentage of the net asset value of such shares.

No Sales Charge Alternative – Class R Shares. Class R shares are sold at their current net asset value without any initial sales charge. The full amount of the investor’s purchase payment will be invested in shares of the Fund(s). Class R shares are not subject to a CDSC upon redemption by an investor. For sales of Class R shares made and services rendered to Class R shareholders, the Distributor expects to make payments to participating brokers and, with respect to servicing fees, other financial intermediaries (which may include specified benefit plans, their service providers and their sponsors), at the time the shareholder purchases Class R shares, of up to 0.50% (representing up to 0.25% distribution fees and up to 0.25% servicing fees) of the purchase.

Information For All Share Classes. Brokers and other financial intermediaries provide varying arrangements for their clients to purchase and redeem Fund shares. Some may establish higher minimum investment requirements than set forth above. Firms may arrange with their clients for other investment or administrative services and may independently establish and charge transaction fees and/or other additional amounts to their clients for such services, which charges would reduce clients’ return. Firms also may hold Fund shares in nominee or street name as agent for and on behalf of their customers. In such instances, the Trust’s Transfer Agent will have no information with respect to or control over accounts of specific shareholders. Such shareholders may obtain access to their accounts and information about their accounts only from their broker. In addition, certain privileges with respect to the purchase and redemption of shares or the reinvestment of dividends may not be available through such firms. Some firms may participate in a program allowing them access to their clients’ accounts for servicing including, without limitation, transfers of registration and dividend payee changes; and may perform functions such as generation of confirmation statements and disbursement of cash dividends.

Exchange Privileges.

Class A, Class B, Class C and Class R Shares. Except with respect to exchanges for shares of Funds for which sales may be suspended to new investors or as provided in the applicable Fund’s prospectus or in this Statement of Additional Information, a shareholder may exchange Class A, Class B, Class C and Class R shares of any Fund for the same Class of shares of any other Fund in an account with identical registration on the basis of their respective net asset values, minus any applicable Redemption Fee (see the subsection “Redemption Fees” below),except that a sales charge will apply on exchanges of Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds on which no sales charge was paid at the time of purchase. For Class R shares, specified benefit plans may also limit exchanges to Funds offered as investment options in the plan and exchanges may only be made through the plan administrator. Class A shares of the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds may be exchanged for Class A shares of any other Fund, but the usual sales charges applicable to investments in such other Fund apply on shares for which no sales charge was paid at the time of purchase. Shares of one Class of a Fund may also be exchanged directly for shares of another Class of the same Fund (an “intra-fund exchange”), as described (and subject to the conditions and restrictions set forth) under “Distribution of Trust Shares—Purchases, Exchanges and Redemptions” in this Statement of Additional Information. There are currently no other exchange fees or charges. Exchanges are subject to any minimum initial purchase requirements for each share class of each Fund, except with respect to exchanges effected through the Trust’s Automatic Exchange Plan. An exchange (other than an intra-fund exchange) will constitute a taxable sale for federal income tax purposes.

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Investors who maintain their account with the Funds may exchange shares by a written exchange request sent to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060 or, unless the investor has specifically declined telephone exchange privileges on the account application or elected in writing not to utilize telephone exchanges, by a telephone request to PIMCO Funds at 888.87.PIMCO. The Trust will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and may be liable for any losses due to unauthorized or fraudulent instructions if it fails to employ such procedures. The Trust will require a form of personal identification prior to acting on a caller’s telephone instructions, will provide written confirmations of such transactions and will record telephone instructions. To request an exchange, call 888.87.PIMCO if there will be no change in the registered name or address of the shareholder. Telephone exchanges, for all Funds except the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, may be made between 9:00 a.m., Eastern time and the close of regular trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange on any day the Exchange is open (generally weekdays other than normal holidays). For the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, orders for exchanges accepted prior to 5:00 p.m., Eastern time, (or an earlier cut-off time if the Funds close early) on a day that the New York Stock Exchange is open for business will be executed at the respective net asset values determined as of 5:30 p.m., Eastern time.

With respect to Class B and Class C shares, or Class A shares subject to a CDSC, if less than all of an investment is exchanged out of a Fund, any portion of the investment exchanged will be from the lot of shares that would incur the lowest CDSC if such shares were being redeemed rather than exchanged.

Except as otherwise disclosed in the applicable Prospectus(es), shares that are received in an exchange will be subject to the same CDSC as the shares exchanged. For example, Class C shares that have a twelve-month CDSC period received in exchange for Class A shares that have an eighteen-month CDSC period will have the same CDSC period as the shares exchanged (in this case, eighteen months).

Shareholders should take into account the effect of any exchange on the applicability of any CDSC that may be imposed upon any subsequent redemption.

Investors may also select the Automatic Exchange Plan, which establishes automatic periodic exchanges. For further information on automatic exchanges see “How to Buy Shares—Automatic Exchange Plan” above.

Institutional Class, Class M, Class P, Class D and Administrative Class Shares. Except with respect to exchanges for shares of Funds for which sales may be suspended to new investors or as provided in the applicable Fund’s prospectus or in this Statement of Additional Information, a shareholder may exchange Institutional Class, Class M, Class P and Administrative Class Shares of any Fund for the same Class of shares of any other Fund in an account with identical registration on the basis of their respective net asset values, minus any applicable Redemption Fee (see the subsection “Redemption Fees” below). An investor may also exchange Class M shares of a Fund for Institutional Class shares of any other fund of the Trust that offers Institutional Class shares based on the respective NAVs of the shares involved. An investor may also exchange shares of a Fund for shares of the same class of a fund of PIMCO Equity Series. Class M shares of a Fund may also be exchanged for Institutional Class shares of a fund of PIMCO Equity Series. An investor may exchange Institutional Class, Class M, Class P and Administrative Class shares of a Fund by following the redemption procedure described above under “Redemptions in Writing” or, if the investor has elected the telephone redemption option, by calling the Trust at 888.87.PIMCO.

An investor may exchange or obtain additional information about exchange privileges for Class D shares by contacting the investor’s financial service firm. The financial service firm may impose various fees and charges, investment minimums and other requirements with respect to exchanges.

All Share Classes. The Trust reserves the right to refuse exchange purchases (or purchase and redemption and/or redemption and purchase transactions) if, in the judgment of an Adviser or a Fund’s Sub-Adviser, such transaction would adversely affect a Fund and its shareholders. In particular, a pattern of transactions characteristic of “market timing” strategies may be deemed by an Adviser to be detrimental to a Trust or a particular Fund. Although the Trust has no current intention of terminating or modifying the exchange privilege, each reserves the right to do so at any time. Except as otherwise permitted by the SEC, each Trust will give 60 days’ advance notice to shareholders of any termination or material modification of the exchange privilege. Because the Funds will not always be able to detect market timing activity, investors should not assume that the Funds will be able to detect or prevent all market timing or other trading practices that may disadvantage the Funds. For example, it is more difficult for the Funds to monitor trades that are placed by omnibus or other nominee accounts because the broker, retirement plan administrator, fee-based program sponsor or other financial intermediary maintains the record of the applicable Fund’s underlying beneficial owners. For further information about exchange privileges, contact your participating broker or call 888.87.PIMCO.

How to Sell (Redeem) Shares

Redemptions of Class A, Class B, Class C and Class R Shares. Class A, Class B, Class C or Class R shares may be redeemed through a participating broker, by telephone, by submitting a written redemption request to the Funds’ Transfer Agent or through an Automatic Withdrawal Plan, or by electronic transfer from an investor’s checking or savings account through the Automated Clearing House (ACH) network, if available. Class R shares may be redeemed only through the plan administrator, and not directly by the plan participant.

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A CDSC may apply to a redemption of Class A, Class B or Class C shares. See “Alternative Purchase Arrangements” above. Shares are redeemed at their net asset value next determined after a redemption request has been received as described below, less any applicable CDSC. There is no charge by the Distributor (other than an applicable CDSC) with respect to a redemption; however, a participating broker who processes a redemption for an investor may charge customary commissions for its services (which may vary). Dealers and other financial firms are obligated to transmit orders promptly. Requests for redemption received by dealers or other firms prior to the close of regular trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange on a regular business day and received by PIMCO Funds prior to the close of the Distributor’s business day will be confirmed at the net asset value effective at the closing of the Exchange on that day, less any applicable CDSC.

Redemptions of Fund shares may be suspended when trading on the New York Stock Exchange is restricted or during an emergency that makes it impracticable for the Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period as permitted by the SEC for the protection of investors. Under these and other unusual circumstances, the Trust may suspend redemptions or postpone payments for more than seven days, as permitted by law.

Direct Redemption. A shareholder’s original account application permits the shareholder to redeem by written request and by telephone (unless the shareholder specifically elects not to utilize telephone redemptions) and to elect one or more of the additional redemption procedures described below. A shareholder may change the instructions indicated on his original account application, or may request additional redemption options, only by transmitting a written direction to the Funds’ Transfer Agent. Requests to institute or change any of the additional redemption procedures will require a signature validation.

Redemption proceeds of Class A, Class B, Class C and Class R shares will normally be mailed to the redeeming shareholder within seven days or, in the case of wire transfer or Automated Clearing House (ACH) redemptions, sent to the designated bank account within one business day, but may take up to seven days. ACH redemptions may be received by the bank on the second or third business day. In cases where shares have recently been purchased by personal check, redemption proceeds may be withheld until the check has been collected, which may take at least 10 days. To avoid such withholding, investors should purchase shares by certified or bank check or by wire transfer. Redemption proceeds of Institutional Class, Administrative Class, Class M and Class P shares will ordinarily be wired to the investor’s bank within one business day after the redemption request, but may take up to seven days. Redemption proceeds will be sent by wire only to the bank name designated on the Account Application Form.

Written Requests – Class A, Class B, Class C and Class R Shares. To redeem Class A, Class B, Class C and Class R shares held in a Fund account in writing (whether or not represented by certificates), a shareholder must send the following items to the Transfer Agent, Boston Financial Data Services, Inc., at PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060:

(1) a written request for redemption signed by all registered owners exactly as the account is registered on the Transfer Agent’s records, including fiduciary titles, if any, and specifying the account number and the dollar amount or number of shares to be redeemed;

(2) for certain redemptions described below, a validation of all signatures on the written request or on the share certificate or accompanying stock power, if required, as described under “Signature Validation”;

(3) any share certificates issued for any of the shares to be redeemed (see “Certificated Shares” below); and

(4) any additional documents that may be required by PIMCO Funds or the Transfer Agent for redemption by corporations, partnerships or other organizations, executors, administrators, trustees, custodians or guardians, or if the redemption is requested by anyone other than the shareholder(s) of record.

Transfers of shares are subject to the same requirements. A signature validation is not required for a redemption requested by and payable to all shareholders of record for the account that is to be sent to the address of record for that account. To avoid delay in redemption or transfer, shareholders having any questions about these requirements should contact the Transfer Agent in writing or call PIMCO Funds at 888.87.PIMCO before submitting a request. Redemption or transfer requests will not be honored until all required documents have been completed by the shareholder and received by the Transfer Agent. This redemption option does not apply to shares held in broker “street name” accounts. Shareholders whose shares are held in broker “street name” accounts must redeem through their broker. Plan participants must redeem through their plan administrator.

If the proceeds of the redemption: (i) are to be paid to a person other than the record owner; (ii) are to be sent to an address other than the address of the account on the Transfer Agent’s records; or (iii) are to be paid to a corporation, partnership, trust or fiduciary, the signature(s) on the redemption request and on the certificates, if any, or stock power must be validated as described above, except that the Transfer Agent may waive the signature validation requirement for redemptions up to $2,500 by a trustee of a qualified specified benefit plan, the administrator for which has an agreement with the Distributor.

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Written Requests – Redemptions of Institutional Class, Class M, and Administrative Class. To redeem Institutional Class, Class M and Administrative Class shares held in a fund account in writing, a shareholder or its Authorized Person must send the request stating the Fund from which the shares are to be redeemed, the class of shares, the number or shares or dollar amount to be redeemed and the account number. The request must be signed by the appropriate persons designated on Account Application form (“Authorized Person”) to the following:

Facsimile:

816.421.2861

Regular Mail:

PIMCO Funds

c/o BFDS Midwest

330 W. 9th Street

Kansas City, MO 64105

Email:

Pimcoteam@bfdsmidwest.com

All redemptions, whether initiated by phone, mail, fax or e-mail, will be processed in a timely manner, and proceeds will be forwarded by wire in accordance with the redemption policies of the Trust detailed below. See “Other Redemption Information.”

Telephone Redemptions. The Funds accept telephone requests for redemption of uncertificated shares held in Fund accounts, except (i) for investors who have specifically declined telephone redemption privileges on the account application or elected in writing not to utilize telephone redemptions, and (ii) redemption requests for Institutional Class, Class M and Administrative Class shares of an amount of $10 million or more. The proceeds of a telephone redemption will be sent to the record shareholder at his record address. Changes in account information must be made in a written authorization with a signature validation. See “Signature Validation.” Telephone redemptions will not be accepted during the 30-day period following any change in an account’s record address. This redemption option does not apply to shares held in broker “street name” accounts. Shareholders whose shares are held in broker “street name” accounts must redeem through their broker and will be subject to that broker’s policies and procedures for redemptions. Plan participants must redeem through their plan administrator.

By completing an account application, an investor agrees that the Funds and their agents shall not be liable for any loss incurred by the investor by reason of the Funds accepting unauthorized telephone redemption requests for his/her account if the Funds reasonably believe the instructions to be genuine. Thus, shareholders risk possible losses in the event of a telephone redemption not authorized by them. The Funds may accept telephone redemption instructions from any person identifying himself as the owner of an account or the owner’s broker where the owner has not declined in writing to utilize this service. The Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine, and may be liable for any losses due to unauthorized or fraudulent instructions if it fails to employ such procedures. The Funds will require a form of personal identification prior to acting on a caller’s telephone instructions, will provide written confirmations of such transactions and will record telephone instructions.

A shareholder making a telephone redemption should call PIMCO Funds at 888.87.PIMCO and state: (i) the name of the shareholder as it appears on their account statement; (ii) his/her account number with the applicable Fund; (iii) the amount to be withdrawn and (iv) the name of the person requesting the redemption. Usually the proceeds are sent to the investor on the next business day after the redemption is effected, provided the redemption request is received prior to the close of regular trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange that day (or, for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, prior to 5:30 p.m., Eastern time on each day the New York Stock Exchange is open for business). If the redemption request is received after the close of the New York Stock Exchange, the redemption is effected on the following business day at that day’s net asset value and the proceeds are usually sent to the investor on the second following business day. The Funds reserve the right to terminate or modify the telephone redemption service at any time. During times of severe disruptions in the securities markets, the volume of calls may make it difficult to redeem by telephone, in which case a shareholder may wish to send a written request for redemption as described under “Written Requests” above. Telephone communications may be recorded.

Redemptions through the Automated Clearing House (ACH) Privileges. If a shareholder has established ACH privileges, the shareholder may redeem shares by telephone and have the redemption proceeds sent to a designated account at a financial institution. To use ACH privileges for redemptions, call PIMCO Funds at 888.87.PIMCO. Subject to the limitations set forth above under “Telephone Redemptions,” the Funds or their agents, a Trust and the Transfer Agent or their agents may rely on instructions by any registered owner believed to be genuine and will not be responsible to any shareholder for any loss, damage or expense arising out of such instructions. Requests received by the Funds and their agents prior to the close of regular trading (normally 4:00 p.m., Eastern

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time) on the New York Stock Exchange on a business day (or, for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, prior to 5:30 p.m., Eastern time on each day the New York Stock Exchange is open for business) will be processed at the net asset value on that day and the proceeds (less any CDSC) will normally be sent to the designated bank account on the following business day and received by the bank on the second or third business day. If the redemption request is received after the close of regular trading on the New York Stock Exchange (or, for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, after 5:30 p.m., Eastern time on a day the New York Stock Exchange is open for business), the redemption is effected on the following business day. If the redemption request is received after the close of regular trading on the New York Stock Exchange (or, for the PIMCO Government Money Market and PIMCO Treasury Money Market Funds, after 5:30 p.m., Eastern time on a day the New York Stock Exchange and Federal Reserve are open for business), the redemption is effected on the following business day. Shares purchased by check may not be redeemed through ACH until such shares have been owned (i.e., paid for) for at least 10 days. The ACH privilege may not be used to redeem shares held in certificated form.

Changes in bank account information must be made by completing the Account Options form, signed by all owners of record of the account, with all signatures validated. See “Signature Validation.” See “Automated Clearing House (ACH) Privileges” for information on establishing the ACH privilege. The Funds may terminate the ACH privilege at any time without notice to its shareholders. This redemption option does not apply to shares held in broker “street name” accounts. Shareholders whose shares are held in broker “street name” accounts must redeem through their broker and will be subject to that broker’s policies and procedures for redemptions. Plan participants must redeem through their plan administrator. The ACH privilege may not be available to all Funds and/or share classes.

Expedited Wire Transfer Redemptions. If a shareholder holding shares in a Fund account has given authorization for expedited wire redemption, shares can be redeemed and the proceeds sent by federal wire transfer to a single previously designated bank account. Requests received by the Funds prior to the close of the New York Stock Exchange will result in shares being redeemed that day at the next determined net asset value (less any CDSC or Redemption Fee, if applicable). Normally the proceeds will be sent to the designated bank account the following business day. The bank must be a member of the Federal Reserve wire system. Delivery of the proceeds of a wire redemption request may be delayed by the Funds for up to seven days if the Funds deem it appropriate under the current market and other conditions. Once authorization is on file with the Funds, they will honor requests by any person identifying himself/herself as the owner of an account or the owner’s broker by telephone at 888.87.PIMCO or by written instructions. The Funds cannot be responsible for the efficiency of the Federal Reserve wire system or the shareholder’s bank. The Funds do not currently charge for wire transfers. The shareholder is responsible for any charges imposed by the shareholder’s bank. The minimum amount that may be wired is $1,000. The Funds reserve the right to change this minimum or to terminate the wire redemption privilege. Shares purchased by check may not be redeemed by wire transfer until such shares have been owned (i.e., paid for) for at least 10 days. Expedited wire transfer redemptions may be authorized by sending instructions to the Funds. Wire redemptions may not be used to redeem shares in certificated form. To change the name of the single bank account designated to receive wire redemption proceeds, it is necessary to send a written request with signatures validated to PIMCO Funds, P.O. Box 55060, Boston, MA 02205-5060. See “Signature Validation.” This redemption option does not apply to shares held in broker “street name” accounts. Shareholders whose shares are held in broker “street name” accounts must redeem through their broker and will be subject to that broker’s policies and procedures for redemptions. Plan participants must redeem through their plan administrator.

Certificated Shares. The Trust no longer issues share certificates. To redeem shares for which certificates have been issued, the certificates must be mailed to or deposited with the Trust, duly endorsed or accompanied by a duly endorsed stock power or by a written request for redemption. Signatures must be validated as described under “Signature Validation” above. Further documentation may be requested from institutions or fiduciary accounts, such as corporations, custodians (e.g., under the Uniform Gifts to Minors Act), executors, administrators, trustees or guardians (“institutional account owners”). The redemption request and stock power must be signed exactly as the account is registered, including indication of any special capacity of the registered owner.

Automatic Withdrawal Plan. An investor who owns or buys shares of a Fund having a net asset value of $10,000 or more may open an Automatic Withdrawal Plan and have a designated sum of money paid monthly (quarterly or annually) to the investor or another person. Such a plan may be established by completing the appropriate section of the account application or by obtaining the appropriate form from PIMCO Funds or your broker. If an Automatic Withdrawal Plan is set up after the account is established providing for payment to a person other than the record shareholder or to an address other than the address of record, a signature validation is required. See “Signature Validation.” In the case of Uniform Gifts to Minors or Uniform Transfers to Minors accounts, the application must state that the proceeds will be for the beneficial interest of the minor. Class A, Class B and Class C shares of any Fund are deposited in a plan account and all distributions are reinvested in additional shares of the particular class of the Fund at net asset value. Shares in a plan account are then redeemed at net asset value (less any applicable CDSC) to make each withdrawal payment. Any applicable CDSC may be waived for certain redemptions under an Automatic Withdrawal Plan. See “Alternative Purchase Arrangements—Waiver of Contingent Deferred Sales Charges” above.

Redemptions for the purpose of withdrawals are ordinarily made on the business day selected by the investor at that day’s closing net asset value. Checks are normally mailed on the following business day. If the date selected by the investor falls on a weekend or holiday, the Funds will normally process the redemption on the preceding business day. Payment will be made to any person the

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investor designates; however, if the shares are registered in the name of a trustee or other fiduciary, payment will be made only to the fiduciary, except in the case of a profit-sharing or pension plan where payment will be made to the designee. As withdrawal payments may include a return of principal, they cannot be considered a guaranteed annuity or actual yield of income to the investor. The redemption of shares in connection with an Automatic Withdrawal Plan may result in a gain or loss for tax purposes. Continued withdrawals in excess of income will reduce and possibly exhaust invested principal, especially in the event of a market decline. The maintenance of an Automatic Withdrawal Plan concurrently with purchases of additional shares of the Fund would be disadvantageous to the investor because of the CDSC that may become payable on such withdrawals in the case of Class A, Class B or Class C shares and because of the initial sales charge in the case of Class A shares.

Investors should consider carefully with their own financial advisers whether the plan and the specified amounts to be withdrawn are appropriate in their circumstances. The Trust and the Distributor make no recommendations or representations in this regard.

Redemption Fees. As set forth in the relevant Prospectuses, investors in shares of the PIMCO Senior Floating Rate Fund are subject to a redemption fee, equal to 1.00% of the net asset value of the shares redeemed or exchanged (based upon the total redemption proceeds after any applicable deferred sales charges), on redemptions and exchanges made by the investor within 30 calendar days after the shares’ acquisition (whether by purchase or exchange) (the “Redemption Fee”). A new holding period begins on the day following each acquisition of shares through a purchase or exchange (other than a Share Class Conversion (as defined below)). Redemption Fees are not currently imposed on redemptions and exchanges of the other Funds of the Trust.

When calculating the Redemption Fee, shares that are not subject to a Redemption Fee (“Free Shares”), including, but not limited to, shares acquired through the reinvestment of dividends and distributions, will be considered redeemed first. If Free Shares are not sufficient to fulfill the redemption order, and in cases where redeeming shareholders hold shares acquired on different dates, the first-in/first-out (“FIFO”) method will be used to determine which additional shares are being redeemed, and therefore whether a Redemption Fee is payable. As a result, Free Shares will be redeemed prior to Fund shares that are subject to the fee. Redemption Fees are deducted from the amount to be received in connection with a redemption or exchange and are paid to the PIMCO Senior Floating Rate Fund for the purpose of offsetting any costs associated with short-term trading, thereby insulating longer-term shareholders from such costs. In cases where redemptions are processed through financial intermediaries, there may be a delay between the time the shareholder redeems his or her shares and the payment of the Redemption Fee to the PIMCO Senior Floating Rate Fund, depending upon such financial intermediaries’ trade processing procedures and systems.

A new 30-day time period begins with the day following each acquisition of shares through a purchase or exchange (other than a Share Class Conversion (as defined below)). For example, a series of transactions in which Class A shares of the PIMCO Senior Floating Rate Fund are exchanged for Class C shares of the PIMCO Senior Floating Rate Fund 5 days after the purchase of the Class A shares, followed in 5 days by an exchange of the Class C shares for shares of a different Fund, will be subject to two Redemption Fees (one on each exchange). With respect to a Share Class Conversion (as defined below), a shareholder’s holding period for the class of shares purchased will include the holding period of the other class of shares redeemed.

Redemption Fees are not paid separately, but are deducted from the amount to be received in connection with a redemption or exchange. Redemption Fees are paid to and retained by the PIMCO Senior Floating Rate Fund to defray certain costs described below and are not paid to or retained by PIMCO or the Distributor. Redemption Fees are not sales loads or contingent deferred sales charges.

The purpose of the Redemption Fees is to deter excessive, short-term trading and other abusive trading practices, as described under “Abusive Trading Practices” in the PIMCO Senior Floating Rate Fund’s Prospectuses, and to help offset the costs associated with the sale of portfolio securities to satisfy redemption and exchange requests made by “market timers” and other short-term shareholders, thereby insulating longer-term shareholders from such costs. The purpose of the Redemption Fees is also to eliminate or reduce so far as practicable any dilution of the value of the outstanding securities issued by the PIMCO Senior Floating Rate Fund. There is no assurance that the use of Redemption Fees will be successful in this regard.

Waivers of Redemption Fees. The PIMCO Senior Floating Rate Fund has elected not to impose the Redemption Fee in the following situations:

• redemptions and exchanges of Fund shares acquired through the reinvestment of dividends and distributions;

• redemptions or exchanges in connection with a systematic withdrawal plan (including an automatic exchange plan);

• certain types of redemptions and exchanges of Fund shares owned through participant-directed retirement plans (see below for details);

• redemptions or exchanges in a discretionary asset allocation or wrap program (“wrap programs”) that are made as a result of a full withdrawal from the wrap program;

• redemptions or exchanges that are initiated by the sponsor of a program as part of a periodic rebalancing, provided that such rebalancing occurs no more frequently than monthly;

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• redemptions or exchanges by “Lifestyle Funds” (funds that have a predetermined asset mix tailored to the level of risk and return desired by particular investors) or participant accounts in defined contribution plans utilizing a similar model;

• redemptions or exchanges in connection with required minimum distributions from a wrap program, an IRA, a participant-directed retirement plan or any other employee benefit plan or account qualified under Section 401 of the Code;

• redemptions or exchanges in connection with distributions from a 529 plan;

• involuntary redemptions, such as those resulting from a shareholder’s failure to maintain a minimum investment in the Fund, or to pay shareholder fees;

• redemptions and exchanges effected by other mutual funds that are sponsored by an Adviser or its affiliates; and

• otherwise as an Adviser or the Trusts may determine in their sole discretion.

Additionally, no Redemption Fee applies to a redemption of shares of any class of shares of the PIMCO Senior Floating Rate Fund where the entirety of the proceeds of such redemption are immediately invested in another share class of the PIMCO Senior Floating Rate Fund (a “Share Class Conversion”).

Applicability of Redemption Fees in Certain Participant-Directed Retirement Plans. Redemption Fees will not apply to the following transactions in participant-directed retirement plans (such as 401(k), 403(b), 457 and Keogh plans): 1) where the shares being redeemed were purchased with new contributions to the plan (e.g., payroll contributions, employer contributions, loan repayments); 2) redemptions made in connection with taking out a loan from the plan; 3) redemptions in connection with death, disability, forfeiture, hardship withdrawals, or qualified domestic relations orders; 4) redemptions made by a defined contribution plan in connection with a termination or restructuring of the plan; 5) redemptions made in connection with a participant’s termination of employment; and 6) redemptions or exchanges where the application of a Redemption Fee would cause the PIMCO Senior Floating Rate Fund, or an asset allocation program of which the PIMCO Senior Floating Rate Fund is a part, to fail to be considered a “qualified default investment alternative” under the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder. Except as described in the next paragraph, Redemption Fees generally will apply to other participant-directed redemptions and exchanges. For example, if a participant takes shares of Fund A that were purchased with new contributions and exchanges them into Fund B, a Redemption Fee would not apply to that exchange. However, any subsequent participant-directed exchange of those shares from Fund B into Fund A or another fund may be subject to Redemption Fees, depending upon the holding period and subject to the exceptions described in this paragraph (and other limitations on imposing Redemption Fees, as discussed above).

Retirement plan sponsors, participant recordkeeping organizations and other financial intermediaries may also impose their own restrictions, limitations or fees in connection with transactions in the PIMCO Senior Floating Rate Fund’s shares in lieu of or in addition to the restrictions discussed above. These other restrictions may be stricter than those described in this section. You should contact your plan sponsor, recordkeeper or financial intermediary for more information on any differences in how the Redemption Fee is applied to your investments in the PIMCO Senior Floating Rate Fund, and whether any additional restrictions, limitations or fees are imposed in connection with transactions in Fund shares.

The Trusts may eliminate or modify the waivers enumerated above at any time, in their sole discretion. Shareholders will receive 60 days’ notice of any material changes to the Redemption Fee, unless otherwise permitted by law.

Custodial Risks for Shares Held Through Third-Party Financial Intermediaries

Certain share classes of the Funds are available for purchase directly through the Distributor, in which case the shareholder will be a registered owner of Fund shares as reflected on the Fund’s books and records as maintained by the Transfer Agent.

Alternatively, shares of the Funds are available through brokers, dealers, banks or other financial firms that permit their customers to purchase and custody Fund shares through them under nominee arrangements (where the financial firms serve as registered owners of the Fund shares) or under arrangements in which the financial firms may open shareholder accounts and provide instructions to the Fund through the National Securities Clearing Corporation’s Fund/SERV platform. The manner in which these financial firms custody an investor’s Fund shares or the extent to which they may provide instructions to the Fund concerning an investor’s shareholder account with the Fund may vary by firm, including based on its arrangements with the Distributor or PIMCO and their level of participation on Fund/SERV. Shareholders should consult their financial intermediary for details.

As disclosed above, in some cases, the Distributor or PIMCO have arrangements with financial firms under which they may provide recordkeeping, shareholder services or other services to the Distributor or PIMCO. However, these financial firms are not acting as agents of the Fund, the Trust or its Transfer Agent, the Distributor or PIMCO when maintaining custody or control of Fund shares for their customers or providing instructions to the Fund concerning an investor’s shareholder account with the Fund, and their responsibilities are a function of their relationship to their customers and applicable law. None of the Funds, the Trust, PIMCO or the Distributor is responsible for the manner in which any financial firm maintains custody or control of Fund shares on behalf of its customers.

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Securities such as Fund shares held in the custody of financial firm may be subject to risks of, among other things, misappropriation, cyber attacks or delays in the availability of such securities if the financial firm becomes subject to a bankruptcy or insolvency proceeding under the Securities Investor Protection Act or other applicable law.

Request for Multiple Copies of Shareholder Documents

To reduce expenses, it is intended that only one copy of the Funds’ prospectus and each annual and semi-annual report, when available, will be mailed to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents and your shares are held in a Fund account, call PIMCO Funds at 888.87.PIMCO. You will receive the additional copy within 30 days after receipt of your request by PIMCO Funds. Alternatively, if your shares are held through a financial institution, please contact the financial institution.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment Decisions and Portfolio Transactions

Investment decisions for the Trust and for the other investment advisory clients of PIMCO are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved (including the Trust). Some securities considered for investments by the Funds also may be appropriate for other clients served by PIMCO. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time, including accounts in which PIMCO, its officers or employees may have a financial interest. If a purchase or sale of securities consistent with the investment policies of a Fund and one or more of these clients served by PIMCO is considered at or about the same time, transactions in such securities will be allocated among the Fund and other clients pursuant to PIMCO’s trade allocation policy that is designed to ensure that all accounts, including the Funds, are treated fairly, equitably, and in a non-preferential manner, such that allocations are not based upon fee structure or portfolio manager preference.

PIMCO may acquire on behalf of its clients (including the Trust) securities or other financial instruments providing exposure to different aspects of the capital and debt structure of an issuer, including without limitation those that relate to senior and junior/subordinate obligations of such issuer. In certain circumstances, the interests of those clients exposed to one portion of the issuer’s capital and debt structure may diverge from those clients exposed to a different portion of the issuer’s capital and debt structure. PIMCO may advise some clients or take actions for them in their best interests with respect to their exposures to an issuer’s capital and debt structure that may diverge from the interests of other clients with different exposures to the same issuer’s capital and debt structure.

PIMCO may aggregate orders for the Funds with simultaneous transactions entered into on behalf of other clients of PIMCO when, in PIMCO’s reasonable judgment, aggregation may result in an overall economic benefit to the Funds and other clients in terms of pricing, brokerage commissions or other expenses. When feasible, PIMCO allocates trades prior to execution. When pre-execution allocation is not feasible, PIMCO promptly allocates trades following established and objective procedures. Allocations generally are made at or about the time of execution and before the end of the trading day. As a result, one account may receive a price for a particular transaction that is different from the price received by another account for a similar transaction on the same day. In general, trades are allocated among portfolio managers on a pro rata basis (to the extent a portfolio manager decides to participate fully in the trade), for further allocation by each portfolio manager among that manager’s eligible accounts. In allocating trades among accounts, portfolio managers generally consider a number of factors, including, but not limited to, each account’s deviation (in terms of risk exposure and/or performance characteristics) from a relevant model portfolio, each account’s investment objectives, restrictions and guidelines, its risk exposure, its available cash, and its existing holdings of similar securities. Once trades are allocated, they may be reallocated only in unusual circumstances due to recognition of specific account restrictions.

In some cases, PIMCO may sell a security on behalf of a client, including the Funds, to a broker-dealer that thereafter may be purchased for the accounts of one or more of PIMCO’s other clients, including the Funds, from that or another broker-dealer. PIMCO has adopted procedures it believes are reasonably designed to obtain the best execution for the transactions by each account.

Brokerage and Research Services

There is generally no stated commission in the case of fixed income securities, which are traded in the OTC markets, but the price paid by the Trust usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid by the Trust includes a disclosed, fixed commission or discount retained by the underwriter or dealer. Transactions on U.S. stock exchanges and other agency transactions involve the payment by the Trust of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign securities generally involve the payment of fixed brokerage commissions, which are generally higher than those in the United States.

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PIMCO places all orders for the purchase and sale of portfolio securities, options and futures contracts for the relevant Fund and buys and sells such securities, options and futures for the Trust through a substantial number of brokers and dealers. In so doing, PIMCO uses its best efforts to obtain for the Trust the best execution available. In seeking best execution, PIMCO, having in mind the Trust’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions. Changes in the aggregate amount of brokerage commissions paid by a Fund from year-to-year may be attributable to changes in the asset size of the Fund, the volume of portfolio transactions effected by the Fund, the types of instruments in which the Fund invests, or the rates negotiated by PIMCO on behalf of the Funds.

Brokerage Commissions Paid

For the fiscal years ended March 31, 2012, 2011 and 2010, the following amounts of brokerage commissions were paid by each operational Fund:

Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO All Asset Fund		N/A		N/A		N/A
PIMCO All Asset All Authority Fund		N/A		N/A		N/A
PIMCO California Intermediate Municipal Bond Fund	$	64	$	0	$	1,462
PIMCO California Short Duration Municipal Income Fund		27		0		292
PIMCO CommoditiesPLUS® Short Strategy Fund		91		45		N/A
PIMCO CommoditiesPLUS® Strategy Fund		381,599		70,250		N/A
PIMCO CommodityRealReturn Strategy Fund®		674,672		563,122		398,640
PIMCO Convertible Fund		200,054		220,961		552,065
PIMCO Credit Absolute Return Fund		180		N/A		N/A
PIMCO Diversified Income Fund		56,930		41,709		107,079
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund		141,123		71,300		21,050
PIMCO Emerging Local Bond Fund		32,504		22,640		28,910
PIMCO Emerging Markets Bond Fund		31,419		54,348		113,526
PIMCO Emerging Markets Corporate Bond Fund		4,969		5,553		880
PIMCO Emerging Markets Currency Fund		17,580		22,035		78,963
PIMCO Extended Duration Fund		3,312		6,770		600
PIMCO Floating Income Fund		54,499		7,966		12,794
PIMCO Foreign Bond Fund (Unhedged)		280,149		57,350		69,189
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)		248,639		54,965		82,736
PIMCO Fundamental Advantage Total Return Strategy Fund		480,704		1,003,925		378,635
PIMCO Fundamental IndexPLUS® TR Fund		24,046		20,456		30,476
PIMCO Global Advantage® Strategy Bond Fund		58,734		23,465		4,730
PIMCO Global Bond Fund (Unhedged)		71,640		32,726		33,232
PIMCO Global Bond Fund (U.S. Dollar-Hedged)		14,278		10,538		4,106
PIMCO Global Multi-Asset Fund		1,550,847		794,443		80,650
PIMCO GNMA Fund		223		1,790		18,358
PIMCO Government Money Market Fund		0		0		0
PIMCO High Yield Fund		0		23,054		847,699
PIMCO High Yield Municipal Bond Fund		283		0		1,658
PIMCO High Yield Spectrum Fund		0		0		0
PIMCO Income Fund		1,030		26,735		11,634
PIMCO Inflation Response Multi-Asset Fund		2,442		N/A		N/A
PIMCO International Fundamental IndexPLUS® TR Strategy Fund		1,067		N/A		N/A
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)		33,934		11,456		2,650
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)		6,745		9,322		20,041
PIMCO Investment Grade Corporate Bond Fund		232,636		212,803		202,642
PIMCO Long Duration Total Return Fund		99,635		108,375		63,533
PIMCO Long-Term Credit Fund		29,963		59,413		45,270
PIMCO Long-Term U.S. Government Fund		29,405		36,960		42,005
PIMCO Low Duration Fund		511,743		562,283		547,878
PIMCO Low Duration Fund II		29,536		18,445		14,590
PIMCO Low Duration Fund III		6,175		7,638		6,663
PIMCO Moderate Duration Fund		85,357		80,375		137,812
PIMCO Money Market Fund		0		0		0
PIMCO Mortgage-Backed Securities Fund		133		2,150		15,095

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Fund	Year Ended 3/31/2012		Year Ended 3/31/2011		Year Ended 3/31/2010
PIMCO Municipal Bond Fund		398		0		0
PIMCO New York Municipal Bond Fund		142		0		0
PIMCO Real Income 2019 Fund®		0		0		0
PIMCO Real Income 2029 Fund®		0		0		0
PIMCO Real Return Asset Fund		36,593		38,805		61,263
PIMCO Real Return Fund		286,224		370,256		528,474
PIMCO RealEstateRealReturn Strategy Fund		25,505		9,503		4,959
PIMCO RealRetirement® 2015 Fund		1,086		N/A		N/A
PIMCO RealRetirement® 2020 Fund		3,561		1,289		239
PIMCO RealRetirement® 2025 Fund		1,412		N/A		N/A
PIMCO RealRetirement® 2030 Fund		2,933		1,827		232
PIMCO RealRetirement® 2035 Fund		1,435		N/A		N/A
PIMCO RealRetirement® 2040 Fund		3,232		1,764		191
PIMCO RealRetirement® 2045 Fund		76		N/A		N/A
PIMCO RealRetirement® 2050 Fund		2,272		1,392		218
PIMCO RealRetirement® Income and Distribution Fund		2,410		739		284
PIMCO Senior Floating Rate Fund		0		N/A		N/A
PIMCO Short Duration Municipal Income Fund		34		0		0
PIMCO Short-Term Fund		31,422		128,988		126,439
PIMCO Small Cap StocksPLUS® TR Fund		80,669		55,742		98,221
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund		715		N/A		N/A
PIMCO StocksPLUS® Fund		305,917		208,980		58,342
PIMCO StocksPLUS® Long Duration Fund		62,004		94,970		85,519
PIMCO StocksPLUS® Total Return Fund		93,973		55,102		22,705
PIMCO StocksPLUS® TR Short Strategy Fund		633,473		749,693		212,068
PIMCO Tax Managed Real Return Fund		176		10		118
PIMCO Total Return Fund		9,145,399		11,399,738		5,509,136
PIMCO Total Return Fund II		113,754		252,800		183,280
PIMCO Total Return Fund III		107,133		175,610		165,680
PIMCO Total Return Fund IV		10,555		N/A		N/A
PIMCO Unconstrained Bond Fund		856,784		981,809		230,454
PIMCO Unconstrained Tax Managed Bond Fund		25,124		13,263		4,049

PIMCO places orders for the purchase and sale of portfolio investments for the Funds’ accounts with brokers or dealers selected by it in its discretion. In effecting purchases and sales of portfolio securities for the account of the Funds, PIMCO will seek the best execution of the Funds’ orders. In doing so, a Fund may pay higher commission rates than the lowest available when PIMCO believes it is reasonable to do so in light of the value of the brokerage and research services provided by the broker effecting the transaction, as discussed below. Although the Trust may use broker-dealers that sell Fund shares to effect the Trust’s portfolio transactions, the Trust and PIMCO will not consider the sale of Fund shares as a factor when selecting broker-dealers to execute those transactions.

It has for many years been a common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research services from broker-dealers which execute portfolio transactions for the clients of such advisers. Consistent with this practice, PIMCO may receive research services from many broker-dealers with which PIMCO places the Trust’s portfolio transactions. PIMCO also may receive research or research related credits from brokers which are generated from underwriting commissions when purchasing new issues of fixed income securities or other assets for a Fund. These services, which in some cases also may be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Such information may be provided in the form of meetings with analysts, telephone contacts and written materials. Some of these services are of value to PIMCO in advising various of its clients (including the Trust), although not all of these services are necessarily useful and of value in managing the Trust. The management fee paid by the Trust would not be reduced in the event that PIMCO and its affiliates received such services. Although PIMCO considers the research products and services it receives from broker-dealers to be supplemental to its own internal research, PIMCO would likely incur additional costs if it had to generate these research products and services through its own efforts or if it paid for these products or services itself.

As permitted by Section 28(e) of the 1934 Act, PIMCO may cause the Trust to pay a broker-dealer which provides “brokerage and research services” (as defined in the 1934 Act) to PIMCO an amount of disclosed commission or spread for effecting a securities transaction for the Trust in excess of the commission or spread which another broker-dealer would have charged for effecting that transaction.

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As noted above, PIMCO may purchase new issues of securities for the Trust in underwritten fixed price offerings. In these situations, the underwriter or selling group member may provide PIMCO with research in addition to selling the securities (at the fixed public offering price) to the Trust or other advisory clients. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the Trust, other PIMCO clients, and PIMCO without incurring additional costs. These arrangements may not fall within the safe harbor of Section 28(e) because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, FINRA has adopted rules expressly permitting broker-dealers to provide bona fide research to advisers in connection with fixed price offerings under certain circumstances. As a general matter in these situations, the underwriter or selling group member will provide research credits at a rate that is higher than that which is available for secondary market transactions.

PIMCO may place orders for the purchase and sale of portfolio securities with a broker-dealer that is affiliated to PIMCO where, in PIMCO’s judgment, such firm will be able to obtain a price and execution at least as favorable as other qualified broker-dealers.

Pursuant to applicable sections under the 1940 Act, a broker-dealer that is an affiliate of the Adviser or sub-adviser may receive and retain compensation for effecting portfolio transactions for a Fund if the commissions paid to such an affiliated broker-dealer by a Fund do not exceed one per centum of the purchase or sale price of such securities.

Since the securities in which certain Funds invest consist primarily of fixed income securities, which are generally not subject to stated brokerage commissions, as described above, their investments in securities subject to stated commissions generally constitute a small percentage of the aggregate dollar amount of their transactions.

SEC rules further require that commissions paid to such an affiliated broker-dealer, or PIMCO by a Fund on exchange transactions not exceed “usual and customary brokerage commissions.” The rules define “usual and customary” commissions to include amounts that are “reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time.” The Funds did not pay any commissions to affiliated brokers during the fiscal years ended March 31, 2012, 2011 and 2010.

Holdings of Securities of the Trust’s Regular Brokers and Dealers

The following table indicates the value of each operational Fund’s aggregate holdings, in thousands, of the securities of its regular brokers or dealers for the fiscal year ended March 31, 2012.

PIMCO California Intermediate Municipal Bond Fund
	State Street Bank & Trust Co.	4,565
PIMCO California Short Duration Municipal Income Fund
	State Street Bank & Trust Co.	16,877
PIMCO CommoditiesPLUS® Short Strategy Fund
	Banc of America Securities LLC	200
	State Street Bank & Trust Co.	164
	Goldman Sachs & Co.	100
PIMCO CommoditiesPLUS® Strategy Fund
	BNP Paribas Securities Corp.	128,000
	Goldman Sachs & Co.	76,011
	Citigroup Global Markets, Inc.	63,072
	JPMorgan Chase & Co.	56,512
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	36,549
	RBS Securities, Inc.	28,075
	Morgan Stanley & Co., Inc.	26,275
	Banc of America Securities LLC	9,230
	Credit Suisse USA, Inc.	8,937
	Deutsche Bank Securities, Inc.	4,875
	State Street Bank & Trust Co.	1,308

131

PIMCO CommodityRealReturn Strategy Fund®
	Morgan Stanley & Co., Inc.	267,815
	Citigroup Global Markets, Inc.	250,926
	Banc of America Securities LLC	211,328
	Barclays Capital, Inc.	166,286
	Goldman Sachs & Co.	147,266
	JPMorgan Chase & Co.	143,994
	RBS Securities, Inc.	82,195
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	53,001
	Deutsche Bank Securities, Inc.	10,719
	State Street Bank & Trust Co.	10,517
	Credit Suisse USA, Inc.	7,720
	UBS Securities LLC	220
PIMCO Convertible Fund
	Citigroup Global Markets, Inc.	52,463
	Banc of America Securities LLC	27,876
	State Street Bank & Trust Co.	3,039
PIMCO Credit Absolute Return Fund
	Banc of America Securities LLC	3,172
	RBS Securities, Inc.	2,232
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,780
	Morgan Stanley & Co., Inc.	1,306
	State Street Bank & Trust Co.	694
PIMCO Diversified Income Fund
	RBS Securities, Inc.	93,912
	JPMorgan Chase & Co.	89,700
	Banc of America Securities LLC	79,447
	Morgan Stanley & Co., Inc.	61,405
	Citigroup Global Markets, Inc.	46,188
	Goldman Sachs & Co.	40,726
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	40,544
	Barclays Capital, Inc.	24,183
	UBS Securities LLC	14,551
	Deutsche Bank Securities, Inc.	9,534
	BNP Paribas Securities Corp.	6,460
	Credit Suisse USA, Inc.	3,405
PIMCO EM Fundamental IndexPLUS® TR Strategy Fund
	UBS Securities LLC	174,221
	Barclays Capital, Inc.	141,706
	JPMorgan Chase & Co.	109,591
	Citigroup Global Markets, Inc.	107,962
	Morgan Stanley & Co., Inc.	61,730
	Banc of America Securities LLC	57,627
	RBS Securities, Inc.	54,603
	Goldman Sachs & Co.	34,897
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	32,608
	Credit Suisse USA, Inc.	14,440
	Deutsche Bank Securities, Inc.	10,574
	BNP Paribas Securities Corp.	5,977

132

PIMCO Emerging Local Bond Fund
	RBS Securities, Inc.	193,335
	Banc of America Securities LLC	54,973
	UBS Securities LLC	40,410
	State Street Bank & Trust Co.	4,725
	JPMorgan Chase & Co.	1,981
	Citigroup Global Markets, Inc.	881
	Barclays Capital, Inc.	735
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	600
	Morgan Stanley & Co., Inc.	239
	Goldman Sachs & Co.	237
PIMCO Emerging Markets Bond Fund
	RBS Securities, Inc.	176,145
	Banc of America Securities LLC	19,229
	UBS Securities LLC	18,409
	State Street Bank & Trust Co.	15,816
	Citigroup Global Markets, Inc.	10,535
	JPMorgan Chase & Co.	4,072
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,734
	Barclays Capital, Inc.	2,420
	Credit Suisse USA, Inc.	1,991
	Deutsche Bank Securities, Inc.	1,748
	Morgan Stanley & Co., Inc.	1,176
PIMCO Emerging Markets Corporate Bond Fund
	RBS Securities, Inc.	13,744
	UBS Securities LLC	10,750
	State Street Bank & Trust Co.	309
PIMCO Emerging Markets Currency Fund
	RBS Securities, Inc.	304,803
	UBS Securities LLC	37,099
	Barclays Capital, Inc.	18,076
	State Street Bank & Trust Co.	9,857
	JPMorgan Chase & Co.	8,228
	Banc of America Securities LLC	7,995
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,300
	Credit Suisse USA, Inc.	1,504
	Goldman Sachs & Co.	527
	Citigroup Global Markets, Inc.	383
	Morgan Stanley & Co., Inc.	286
PIMCO Extended Duration Fund
	RBS Securities, Inc.	3,260
	JPMorgan Chase & Co.	1,745
	Banc of America Securities LLC	1,237
	Citigroup Global Markets, Inc.	426
	State Street Bank & Trust Co.	318
	Credit Suisse USA, Inc.	2

133

PIMCO Floating Income Fund
	JPMorgan Chase & Co.	106,768
	RBS Securities, Inc.	93,394
	Citigroup Global Markets, Inc.	65,779
	Banc of America Securities LLC	58,855
	Barclays Capital, Inc.	45,895
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	43,816
	Morgan Stanley & Co., Inc.	32,985
	BNP Paribas Securities Corp.	29,369
	UBS Securities LLC	22,011
	Goldman Sachs & Co.	18,591
	Credit Suisse USA, Inc.	7,584
	Deutsche Bank Securities, Inc.	5,615
PIMCO Foreign Bond Fund (Unhedged)
	Banc of America Securities LLC	119,140
	JPMorgan Chase & Co.	114,618
	Citigroup Global Markets, Inc.	69,124
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	50,598
	Morgan Stanley & Co., Inc.	22,366
	RBS Securities, Inc.	22,349
	Goldman Sachs & Co.	13,320
	Barclays Capital, Inc.	11,334
	Credit Suisse USA, Inc.	9,977
	BNP Paribas Securities Corp.	8,341
	Deutsche Bank Securities, Inc.	6,503
	UBS Securities LLC	3,175
	State Street Bank & Trust Co.	2,441
PIMCO Foreign Bond Fund (U.S. Dollar-Hedged)
	Banc of America Securities LLC	118,071
	JPMorgan Chase & Co.	83,857
	Citigroup Global Markets, Inc.	41,393
	RBS Securities, Inc.	40,790
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	38,550
	Morgan Stanley & Co., Inc.	17,929
	BNP Paribas Securities Corp.	14,052
	Barclays Capital, Inc.	5,314
	State Street Bank & Trust Co.	4,976
	Deutsche Bank Securities, Inc.	4,743
	Goldman Sachs & Co.	3,712
	UBS Securities LLC	3,313
	Credit Suisse USA, Inc.	963
PIMCO Fundamental Advantage Total Return Strategy Fund
	JPMorgan Chase & Co.	94,037
	Banc of America Securities LLC	30,974
	Citigroup Global Markets, Inc.	24,812
	RBS Securities, Inc.	24,277
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	21,116
	Barclays Capital, Inc.	8,167
	Goldman Sachs & Co.	5,727
	UBS Securities LLC	1,435
	Morgan Stanley & Co., Inc.	680

134

PIMCO Fundamental IndexPLUS® TR Fund
	BNP Paribas Securities Corp.	14,800
	JPMorgan Chase & Co.	14,036
	Citigroup Global Markets, Inc.	10,503
	Banc of America Securities LLC	8,111
	Morgan Stanley & Co., Inc.	7,955
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,406
	Goldman Sachs & Co.	2,139
	Barclays Capital, Inc.	1,967
	RBS Securities, Inc.	1,928
	UBS Securities LLC	1,434
	State Street Bank & Trust Co.	1,361
	Credit Suisse USA, Inc.	110
PIMCO Global Advantage Strategy Bond Fund
	JPMorgan Chase & Co.	68,587
	Citigroup Global Markets, Inc.	43,348
	RBS Securities, Inc.	40,684
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	32,374
	Banc of America Securities LLC	30,354
	Goldman Sachs & Co.	18,319
	Morgan Stanley & Co., Inc.	17,421
	Barclays Capital, Inc.	3,275
	BNP Paribas Securities Corp.	1,731
	UBS Securities LLC	866
	Deutsche Bank Securities, Inc.	47
PIMCO Global Bond Fund (Unhedged)
	JPMorgan Chase & Co.	41,799
	Banc of America Securities LLC	25,061
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	17,810
	Citigroup Global Markets, Inc.	14,962
	RBS Securities, Inc.	8,085
	Morgan Stanley & Co., Inc.	5,558
	BNP Paribas Securities Corp.	5,425
	Barclays Capital, Inc.	3,612
	State Street Bank & Trust Co.	2,225
	UBS Securities LLC	828
	Deutsche Bank Securities, Inc.	774
	Goldman Sachs & Co.	764
	Credit Suisse USA, Inc.	587
PIMCO Global Bond Fund (U.S. Dollar-Hedged)
	Banc of America Securities LLC	7,552
	JPMorgan Chase & Co.	7,405
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	4,820
	RBS Securities, Inc.	2,986
	Citigroup Global Markets, Inc.	2,228
	BNP Paribas Securities Corp.	1,795
	Morgan Stanley & Co., Inc.	1,340
	Barclays Capital, Inc..	474
	State Street Bank & Trust Co.	473
	Credit Suisse USA, Inc.	204
	Goldman Sachs & Co.	194
	Deutsche Bank Securities, Inc.	156

135

PIMCO Global Multi-Asset Fund
	Banc of America Securities LLC	27,889
	Citigroup Global Markets, Inc.	25,692
	JPMorgan Chase & Co.	9,443
	RBS Securities, Inc.	5,802
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	5,719
	State Street Bank & Trust Co.	3,461
PIMCO GNMA Fund
	Citigroup Global Markets, Inc.	26,979
	JPMorgan Chase & Co.	24,702
	State Street Bank & Trust Co.	2,152
	Banc of America Securities LLC	1,400
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	839
	Credit Suisse USA, Inc.	695
	Morgan Stanley & Co., Inc.	111
PIMCO Government Money Market Fund
	JPMorgan Chase & Co.	65,605
	BNP Paribas Securities Corp.	50,000
	Barclays Capital, Inc.	49,700
	Goldman Sachs & Co.	35,000
	Citigroup Global Markets, Inc.	25,909
	Deutsche Bank Securities, Inc.	25,300
	Morgan Stanley & Co., Inc.	25,000
	RBS Securities, Inc.	25,000
	Credit Suisse USA, Inc.	19,100
	State Street Bank & Trust Co.	132
PIMCO High Yield Fund
	RBS Securities, Inc.	129,436
	Banc of America Securities LLC	66,746
	Barclays Capital, Inc.	53,788
	UBS Securities LLC	44,515
	Merrill Lynch, Pierce, Fenner & Smith	16,320
	JPMorgan Chase & Co.	15,492
	Citigroup Global Markets, Inc.	9,761
	Goldman Sachs & Co.	5,646
	State Street Bank & Trust Co.	2,506
	Morgan Stanley & Co., Inc.	1,461
	Deutsche Bank Securities, Inc.	883
	Credit Suisse USA, Inc.	49
PIMCO High Yield Municipal Bond Fund
	State Street Bank & Trust Co.	30,479
PIMCO High Yield Spectrum Fund
	RBS Securities, Inc.	11,058
	UBS Securities LLC	3,400
	State Street Bank & Trust Co.	616

136

PIMCO Income Fund
	JPMorgan Chase & Co.	766,507
	Banc of America Securities LLC	677,083
	RBS Securities, Inc.	215,454
	Goldman Sachs & Co.	195,108
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	177,079
	Morgan Stanley & Co., Inc.	143,630
	Citigroup Global Markets, Inc.	142,361
	Credit Suisse USA, Inc.	63,303
	Deutsche Bank Securities, Inc.	30,683
	Barclays Capital, Inc.	11,417
	UBS Securities LLC	3,017
	BNP Paribas Securities Corp.	1,817
	State Street Bank & Trust Co.	419
PIMCO Inflation Response Multi-Asset Fund
	State Street Bank & Trust Co.	708
	Banc of America Securities LLC	700
	BNP Paribas Securities Corp.	245
PIMCO International Fundamental IndexPLUS® TR Strategy Fund
	UBS Securities LLC	74,800
	JPMorgan Chase & Co.	11,043
	Banc of America Securities LLC	10,622
	Goldman Sachs & Co.	9,611
	Morgan Stanley & Co., Inc.	6,032
	RBS Securities, Inc.	5,107
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,328
	Citigroup Global Markets, Inc.	1,821
	Deutsche Bank Securities, Inc.	1,423
	Credit Suisse USA, Inc.	213
PIMCO International StocksPLUS® TR Strategy Fund (Unhedged)
	UBS Securities LLC	141,331
	Goldman Sachs & Co.	12,279
	Citigroup Global Markets, Inc.	12,179
	JPMorgan Chase & Co.	8,255
	Morgan Stanley & Co., Inc.	5,067
	Banc of America Securities LLC	4,726
	Deutsche Bank Securities, Inc.	1,637
	RBS Securities, Inc.	1,424
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,312
	BNP Paribas Securities Corp.	1,079
	State Street Bank & Trust Co.	393
	Credit Suisse USA, Inc.	303
PIMCO International StocksPLUS® TR Strategy Fund (U.S. Dollar-Hedged)
	Banc of America Securities LLC	5,686
	JPMorgan Chase & Co.	2,931
	Citigroup Global Markets, Inc.	2,807
	RBS Securities, Inc.	2,575

137

	Morgan Stanley & Co., Inc.	1,534
	Barclays Capital, Inc.	1,234
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	638
	Goldman Sachs & Co.	624
	State Street Bank & Trust Co.	483
	Credit Suisse USA, Inc.	162
PIMCO Investment Grade Corporate Bond Fund
	JPMorgan Chase & Co.	226,062
	Citigroup Global Markets, Inc.	195,432
	Goldman Sachs & Co.	168,594
	Morgan Stanley & Co., Inc.	162,580
	RBS Securities, Inc.	146,047
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	144,099
	Banc of America Securities LLC	126,254
	Barclays Capital, Inc.	52,480
	BNP Paribas Securities Corp.	27,671
	UBS Securities LLC	24,688
	State Street Bank & Trust Co.	9,543
	Deutsche Bank Securities, Inc.	327
PIMCO Long Duration Total Return Fund
	JPMorgan Chase & Co.	126,985
	Banc of America Securities LLC	102,413
	Citigroup Global Markets, Inc.	90,497
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	71,421
	Goldman Sachs & Co.	60,491
	RBS Securities, Inc.	47,793
	Deutsche Bank Securities, Inc.	43,240
	Morgan Stanley & Co., Inc.	27,593
	Barclays Capital, Inc.	14,847
	UBS Securities LLC	10,662
	State Street Bank & Trust Co.	6,133
	BNP Paribas Securities Corp.	6,125
	Credit Suisse USA, Inc.	511
PIMCO Long-Term Credit Fund
	JPMorgan Chase & Co.	70,882
	RBS Securities, Inc.	42,608
	Goldman Sachs & Co.	36,003
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	32,390
	Citigroup Global Markets, Inc.	32,304
	Banc of America Securities LLC	15,461
	Deutsche Bank Securities, Inc.	13,991
	Morgan Stanley & Co., Inc.	10,225
	BNP Paribas Securities Corp.	9,954
	Barclays Capital, Inc.	7,531
	UBS Securities LLC	1,206
	State Street Bank & Trust Co.	1,105
	Credit Suisse USA, Inc.	98
PIMCO Long-Term U.S. Government Fund
	Banc of America Securities LLC	28,161

138

	JPMorgan Chase & Co.	17,622
	State Street Bank & Trust Co.	2,801
	Morgan Stanley & Co., Inc.	2,758
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,442
	Goldman Sachs & Co.	807
	RBS Securities, Inc.	727
	Citigroup Global Markets, Inc.	612
	Credit Suisse USA, Inc.	561
PIMCO Low Duration Fund
	RBS Securities, Inc.	300,293
	Barclays Capital, Inc.	281,087
	JPMorgan Chase & Co.	258,154
	Citigroup Global Markets, Inc.	225,211
	Banc of America Securities LLC	217,904
	Morgan Stanley & Co., Inc.	123,443
	BNP Paribas Securities Corp.	99,036
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	89,399
	Goldman Sachs & Co.	87,368
	UBS Securities LLC	51,091
	Credit Suisse USA, Inc.	36,436
	State Street Bank & Trust Co.	12,287
	Deutsche Bank Securities, Inc.	4,211
PIMCO Low Duration Fund II
	UBS Securities LLC	35,000
	Citigroup Global Markets, Inc.	30,398
	JPMorgan Chase & Co.	15,232
	Morgan Stanley & Co., Inc.	12,640
	Goldman Sachs & Co.	8,373
	Banc of America Securities LLC	7,140
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,596
	Credit Suisse USA, Inc.	2,490
	State Street Bank & Trust Co.	725
	RBS Securities, Inc.	440
PIMCO Low Duration Fund III
	Citigroup Global Markets, Inc.	4,997
	Banc of America Securities LLC	4,080
	Goldman Sachs & Co.	3,464
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,352
	Morgan Stanley & Co., Inc.	3,015
	RBS Securities, Inc.	2,711
	JPMorgan Chase & Co.	2,111
	BNP Paribas Securities Corp.	1,190
	Deutsche Bank Securities, Inc.	1,142
	Credit Suisse USA, Inc.	296
	UBS Securities LLC	171
PIMCO Moderate Duration Fund
	Citigroup Global Markets, Inc.	75,608
	Morgan Stanley & Co., Inc.	67,446
	JPMorgan Chase & Co.	61,982

139

	Banc of America Securities LLC	51,743
	Goldman Sachs & Co.	41,458
	BNP Paribas Securities Corp.	31,487
	RBS Securities, Inc.	17,356
	Barclays Capital, Inc.	15,670
	Credit Suisse USA, Inc.	15,105
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	12,548
	UBS Securities LLC	2,828
	State Street Bank & Trust Co.	1,335
PIMCO Money Market Fund
	JPMorgan Chase & Co.	82,102
	BNP Paribas Securities Corp.	50,000
	Barclays Capital, Inc.	40,800
	Morgan Stanley & Co., Inc.	36,407
	Citigroup Global Markets, Inc.	35,000
	Goldman Sachs & Co.	35,000
	RBS Securities, Inc.	35,000
	Deutsche Bank Securities, Inc.	29,800
	Banc of America Securities LLC	28,654
	Credit Suisse USA, Inc.	20,000
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,991
	State Street Bank & Trust Co.	540
PIMCO Mortgage-Backed Securities Fund
	JPMorgan Chase & Co.	22,462
	Banc of America Securities LLC	6,477
	RBS Securities, Inc.	5,495
	Goldman Sachs & Co.	1,474
	Morgan Stanley & Co., Inc.	889
	Citigroup Global Markets, Inc.	719
PIMCO Municipal Bond Fund
	State Street Bank & Trust Co.	62,837
PIMCO New York Municipal Bond Fund
	State Street Bank & Trust Co.	8,677
PIMCO Real Income 2029 Fund®
	State Street Bank & Trust Co.	148
PIMCO Real Return Asset Fund
	JPMorgan Chase & Co.	34,053
	Banc of America Securities LLC	24,403
	Barclays Capital, Inc.	21,000
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	10,464
	RBS Securities, Inc.	8,497
	Morgan Stanley & Co., Inc.	8,383
	State Street Bank & Trust Co.	4,996
	Citigroup Global Markets, Inc.	3,427
	Goldman Sachs & Co.	2,711
	Credit Suisse USA, Inc.	1,563

140

PIMCO Real Return Fund
	JPMorgan Chase & Co.	209,284
	Banc of America Securities LLC	205,902
	Morgan Stanley & Co., Inc.	191,037
	Citigroup Global Markets, Inc.	155,104
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	92,019
	RBS Securities, Inc.	66,486
	Barclays Capital, Inc.	46,003
	Goldman Sachs & Co.	41,235
	Deutsche Bank Securities, Inc.	5,454
	BNP Paribas Securities Corp.	3,723
	Credit Suisse USA, Inc.	1,440
	UBS Securities LLC	768
PIMCO RealEstateRealReturn Strategy Fund
	Banc of America Securities LLC	17,332
	Citigroup Global Markets, Inc.	13,147
	Morgan Stanley & Co., Inc.	9,329
	RBS Securities, Inc.	6,030
	JPMorgan Chase & Co.	3,673
	Goldman Sachs & Co.	2,820
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,376
	Barclays Capital, Inc.	1,192
	State Street Bank & Trust Co.	543
	Credit Suisse USA, Inc.	221
PIMCO RealRetirement® 2015 Fund
	State Street Bank & Trust Co.	142
PIMCO RealRetirement® 2020 Fund
	State Street Bank & Trust Co.	108
PIMCO RealRetirement® 2025 Fund
	State Street Bank & Trust Co.	105
PIMCO Short Duration Municipal Income Fund
	State Street Bank & Trust Co.	18,419
PIMCO Short-Term Fund
	Citigroup Global Markets, Inc.	296,642
	RBS Securities, Inc.	231,366
	JPMorgan Chase & Co.	213,247
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	94,934
	Banc of America Securities LLC	81,708
	Goldman Sachs & Co.	64,386
	Morgan Stanley & Co., Inc.	27,284
	State Street Bank & Trust Co.	23,859
	Credit Suisse USA, Inc.	18,824
	Deutsche Bank Securities, Inc.	14,309
	Barclays Capital, Inc.	8,270
	UBS Securities LLC	5,109

141

PIMCO Small Cap StocksPLUS® TR Fund
	Citigroup Global Markets, Inc.	13,937
	Banc of America Securities LLC	8,142
	Goldman Sachs & Co.	4,989
	JPMorgan Chase & Co.	2,911
	Morgan Stanley & Co., Inc.	2,501
	BNP Paribas Securities Corp.	980
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	856
	Deutsche Bank Securities, Inc.	379
	RBS Securities, Inc.	82
PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund
	JPMorgan Chase & Co.	7,984
	Goldman Sachs & Co.	7,814
	Banc of America Securities LLC	7,297
	Morgan Stanley & Co., Inc.	5,062
	RBS Securities, Inc.	2,810
	Citigroup Global Markets, Inc.	1,422
	Deutsche Bank Securities, Inc.	1,224
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	721
	State Street Bank & Trust Co.	628
	Credit Suisse USA, Inc.	464
PIMCO StocksPLUS® Fund
	Citigroup Global Markets, Inc.	35,691
	RBS Securities, Inc.	31,679
	JPMorgan Chase & Co.	20,753
	Goldman Sachs & Co.	14,309
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	8,644
	Banc of America Securities LLC	3,320
	Morgan Stanley & Co., Inc.	2,599
	UBS Securities LLC	1,694
	State Street Bank & Trust Co.	846
	BNP Paribas Securities Corp.	496
	Credit Suisse USA, Inc.	379
PIMCO StocksPLUS® Long Duration Fund
	Banc of America Securities LLC	16,931
	RBS Securities, Inc.	7,751
	Deutsche Bank Securities, Inc.	5,979
	JPMorgan Chase & Co.	5,608
	Citigroup Global Markets, Inc.	5,508
	Goldman Sachs & Co.	5,259
	Morgan Stanley & Co., Inc.	2,426
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	2,085
	Barclays Capital, Inc.	878
	BNP Paribas Securities Corp.	613
	State Street Bank & Trust Co.	167
PIMCO StocksPLUS® Total Return Fund
	Banc of America Securities LLC	13,403
	JPMorgan Chase & Co.	10,315
	UBS Securities LLC	4,387
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	4,310

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	Morgan Stanley & Co., Inc.	4,166
	Goldman Sachs & Co.	4,034
	RBS Securities, Inc.	3,604
	Citigroup Global Markets, Inc.	3,272
	BNP Paribas Securities Corp.	1,277
	Deutsche Bank Securities, Inc.	1,010
	State Street Bank & Trust Co.	462
	Credit Suisse USA, Inc.	10
PIMCO StocksPLUS® TR Short Strategy Fund
	Banc of America Securities LLC	54,288
	Citigroup Global Markets, Inc.	40,681
	JPMorgan Chase & Co.	28,415
	Morgan Stanley & Co., Inc.	14,217
	Goldman Sachs & Co.	10,259
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	7,522
	Deutsche Bank Securities, Inc.	6,021
	RBS Securities, Inc.	3,644
	BNP Paribas Securities Corp.	3,075
	Credit Suisse USA, Inc.	1,212
	Barclays Capital, Inc.	826
	State Street Bank & Trust Co.	330
PIMCO Tax Managed Real Return Fund
	State Street Bank & Trust Co.	13,477
PIMCO Total Return Fund
	JPMorgan Chase & Co.	6,253,716
	Citigroup Global Markets, Inc.	6,085,865
	Barclays Capital, Inc.	4,378,518
	Banc of America Securities LLC	3,361,771
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,260,666
	Goldman Sachs & Co.	3,211,747
	RBS Securities, Inc.	2,959,600
	Morgan Stanley & Co., Inc.	2,297,633
	UBS Securities LLC	1,898,996
	Credit Suisse USA, Inc.	925,861
	Deutsche Bank Securities, Inc.	514,676
	BNP Paribas Securities Corp.	123,943
	State Street Bank & Trust Co.	109,544
PIMCO Total Return Fund II
	JPMorgan Chase & Co.	137,708
	Citigroup Global Markets, Inc.	137,234
	Goldman Sachs & Co.	86,548
	Morgan Stanley & Co., Inc.	82,113
	Banc of America Securities LLC	38,088
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	36,674
	Deutsche Bank Securities, Inc.	17,900
	Credit Suisse USA, Inc.	14,575
	State Street Bank & Trust Co.	9,247
	UBS Securities LLC	7,331
	RBS Securities, Inc.	6,197

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PIMCO Total Return Fund III
	JPMorgan Chase & Co.	99,857
	Goldman Sachs & Co.	74,758
	Morgan Stanley & Co., Inc.	62,160
	Barclays Capital, Inc.	57,080
	Banc of America Securities LLC	56,291
	Citigroup Global Markets, Inc.	52,468
	BNP Paribas Securities Corp.	26,350
	RBS Securities, Inc.	26,221
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	24,423
	Deutsche Bank Securities, Inc.	8,006
	UBS Securities LLC	5,166
	Credit Suisse USA, Inc.	3,461
	State Street Bank & Trust Co.	2,232
PIMCO Total Return Fund IV
	JPMorgan Chase & Co.	13,459
	Goldman Sachs & Co.	11,818
	Morgan Stanley & Co., Inc.	10,293
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	9,705
	Banc of America Securities LLC	8,921
	Citigroup Global Markets, Inc.	6,773
	State Street Bank & Trust Co.	6,368
	RBS Securities, Inc.	3,674
	Barclays Capital, Inc.	2,140
	UBS Securities LLC	219
	Credit Suisse USA, Inc.	23
	BNP Paribas Securities Corp.	20
PIMCO Unconstrained Bond Fund
	JPMorgan Chase & Co.	755,042
	Banc of America Securities LLC	645,473
	RBS Securities, Inc.	356,819
	Goldman Sachs & Co.	351,210
	Morgan Stanley & Co., Inc.	235,776
	Barclays Capital, Inc.	223,027
	Deutsche Bank Securities, Inc.	163,028
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	130,791
	Citigroup Global Markets, Inc.	104,763
	UBS Securities LLC	103,117
	Credit Suisse USA, Inc.	26,703
PIMCO Unconstrained Tax Managed Bond Fund
	Goldman Sachs & Co.	5,663
	JPMorgan Chase & Co.	3,352
	RBS Securities, Inc.	3,325
	Banc of America Securities LLC	2,883
	State Street Bank & Trust Co.	1,892
	Merrill Lynch, Pierce, Fenner & Smith, Inc.	721
	Morgan Stanley & Co., Inc.	618
	Citigroup Global Markets, Inc.	534
	Credit Suisse USA, Inc.	64

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Portfolio Turnover

A change in the securities held by a Fund is known as “portfolio turnover.” PIMCO manages the Funds without regard generally to restrictions on portfolio turnover. See “Taxation” below. Trading in fixed income securities does not generally involve the payment of brokerage commissions, but does involve indirect transaction costs. Trading in equity securities involves the payment of brokerage commissions, which are transaction costs paid by a Fund. The use of futures contracts may involve the payment of commissions to futures commission merchants. High portfolio turnover (e.g., greater than 100%) involves correspondingly greater expenses to a Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. The higher the rate of portfolio turnover of a Fund, the higher these transaction costs borne by the Fund generally will be. Such sales may result in realization of taxable capital gains (including short-term capital gains which are generally taxed to shareholders at ordinary income tax rates).

The portfolio turnover rate of a Fund is calculated by dividing: (a) the lesser of purchases or sales of portfolio securities for the particular fiscal year by; (b) the monthly average of the value of the portfolio securities owned by the Fund during the particular fiscal year. In calculating the rate of portfolio turnover, there is excluded from both (a) and (b) all securities, including options, whose maturities or expiration dates at the time of acquisition were one year or less and any short sales that the Fund does not intend to maintain for more than one year. Proceeds from short sales and assets used to cover short positions undertaken are included in the amounts of securities sold and purchased, respectively, during the year. Portfolio turnover rates for each Fund that was operational as of the Trust’s most recent fiscal year end are provided in the applicable Prospectuses under the “Financial Highlights.”

The PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and the PIMCO RealRetirement^® Funds indirectly bear the expenses associated with the portfolio turnover of the Underlying PIMCO Funds (and unaffiliated funds, in the case of PIMCO Global Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and the PIMCO RealRetirement^® Funds), which may have fairly high portfolio turnover rates (i.e., in excess of 100%). Shareholders in the PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds also bear expenses directly or indirectly through sales of securities held by the Funds and the Underlying PIMCO Funds (and unaffiliated funds, in the case of PIMCO Global Multi-Asset Fund, PIMCO Inflation Response Multi-Asset Fund and the PIMCO RealRetirement^® Funds), which result in realization of taxable capital gains. To the extent such gains relate to securities held for one year or less, such gains will be short-term taxable gains taxed at ordinary income tax rates when distributed to shareholders who are individuals.

The PIMCO Fundamental IndexPLUS^® TR Fund experienced a higher portfolio turnover rate compared to its prior year. The Fund bought and sold for forward settlement more frequently during the 12 month period ended March 31, 2012 than the 12 month period ended March 31, 2011.

Disclosure of Portfolio Holdings

Policies and Procedures Generally. The Trust has adopted portfolio holdings disclosure policies and procedures to govern the disclosure of the securities holdings of the Funds (the “Disclosure Policy”). The Disclosure Policy is designed to protect the confidentiality of the Funds’ non-public portfolio holdings information, to prevent the selective disclosure of such information, and to ensure compliance by PIMCO and the Funds with the federal securities laws, including the 1940 Act and the rules promulgated thereunder and general principles of fiduciary duty.

Monitoring and Oversight. The Trust’s Chief Compliance Officer (“CCO”) is responsible for ensuring that PIMCO has adopted and implemented policies and procedures reasonably designed to ensure compliance with the Disclosure Policy and, to the extent the CCO considers necessary, the CCO shall monitor PIMCO’s compliance with its policies and procedures.

Any exceptions to the Disclosure Policy may be made only if approved by the CCO upon determining that the exception is in the best interests of the Fund. The CCO must report any exceptions made to the Disclosure Policy to the Trust’s Board of Trustees at its next regularly scheduled meeting.

Quarterly Disclosure. The Funds will publicly disclose the complete schedule of each Fund’s holdings, as reported on a fiscal quarter-end basis, by making the information publicly available in a manner consistent with requirements established by the SEC. You may view a Fund’s complete schedule of portfolio holdings for the most recently completed quarter online at www.pimco.com/investments, or obtain a copy of the schedule by calling PIMCO at 1-800-927-4648. This information will be available no earlier than the day on which it is transmitted to shareholders in the Funds’ annual and semi-annual reports, or filed with the SEC on Form N-Q, which will occur on or about the sixtieth day after a fiscal quarter’s end.

The Funds file their complete schedules of securities holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.

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Defaulted/Distressed Securities. PIMCO may, in its discretion, publicly disclose portfolio holdings information at any time with respect to securities held by the Funds that are in default or experiencing a negative credit event. Any such disclosure will be broadly disseminated via PIMCO’s website at www.pimco.com/investments, the Distributor’s website at www.pimco.com/investments, or by similar means.

Confidential Dissemination of Portfolio Holdings Information. No disclosure of non-public portfolio holdings information may be made to any unaffiliated third party except as set forth in this section. This prohibition does not apply to information sharing with the Funds’ service providers, such as the Funds’ investment adviser, sub-advisers (if any), distributor, custodian, transfer agent, administrator, sub-administrator (if any), accountant, counsel, securities class action claims services administrator, financial printer, proxy voting agent, lender and other select third party service providers (collectively, the “Service Providers”), who generally need access to such information in the performance of their contractual duties and responsibilities. Such Service Providers are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract.

A Fund or PIMCO may, to the extent permitted under applicable law, distribute non-public information regarding a Fund, including portfolio holdings information, more frequently to certain third parties, such as mutual fund analysts and rating and ranking organizations (e.g., Moody’s, Standard & Poor’s, Fitch, Morningstar and Lipper Analytical Services, etc.), pricing information vendors, analytical service providers (e.g., Abel/Noser Corp., FT Interactive Data, etc.) and potential Service Providers that have a legitimate business purpose in receiving such information. PIMCO currently has an ongoing arrangement to distribute non-public portfolio holdings information for the PIMCO Government Money Market Fund to Moody’s solely for the purpose of Moody’s rating the Fund. The distribution of non-public information must be authorized by an officer of the Trust or PIMCO after determining the requested disclosure is in the best interests of the Fund and its shareholders and after consulting with and receiving approval from PIMCO’s legal department. The Disclosure Policy does not require a delay between the date of the information and the date on which the information is disclosed, however, any recipient of non-public information will be subject to a confidentiality agreement that contains, at a minimum, provisions specifying that: (1) the Funds’ non-public information provided is the confidential property of the Funds and may not be used for any purpose except in connection with the provision of services to the Funds and, in particular, that such information may not be traded upon; (2) the recipient of the non-public information agrees to limit access to the information to its employees and agents who are subject to a duty to keep and treat such information as confidential; and (3) upon written request from the Funds or PIMCO, the recipient of the non-public information shall promptly return or destroy the information, except as otherwise required by applicable law or such recipient’s record retention policies and procedures. Neither the Funds nor PIMCO may receive compensation or consideration in connection with the distribution of non-public portfolio holdings information.

Non-Specific Information. Under the Disclosure Policy, the Funds or PIMCO may distribute non-specific information about the Funds and/or summary information about the Funds at any time. Such information will not identify any specific portfolio holding, but may reflect, among other things, the quality or character of a Fund’s holdings.

Large Trade Notifications

A Fund or its agent may from time to time receive notice that a current or prospective shareholder will place, or that a financial intermediary has received, an order for a large trade in a Fund’s shares. The Fund may determine to enter into portfolio transactions in anticipation of that order, even though the order will not be placed or processed until the following business day, as applicable. This practice provides for a closer correlation between the time shareholders place trade orders and the time a Fund enters into portfolio transactions based on those orders, and permits the Fund to be more fully invested in investment securities, in the case of purchase orders, and to more orderly liquidate its investment positions, in the case of redemption orders. On the other hand, the current or prospective shareholder or financial intermediary, as applicable, may not ultimately place or process the order. In this case, a Fund may be required to borrow assets to settle the portfolio transactions entered into in anticipation of that order, and would therefore incur borrowing costs. The Funds may also suffer investment losses on those portfolio transactions. Conversely, the Funds would benefit from any earnings and investment gains resulting from such portfolio transactions.

NET ASSET VALUE

Net asset value is determined as indicated under “How Fund Shares are Priced” in the Prospectuses. All Funds’ net asset value will not be determined on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. On any business day when the Securities Industry and Financial Markets Association (“SIFMA”) recommends that the securities markets close trading early, the PIMCO Government Money Market and PIMCO Treasury Money Market Funds may close trading early and determine net asset value as of an earlier time.

For all Funds other than the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds, portfolio securities and other assets for which market quotations are readily available are valued at market value. Market value is determined on the basis of last reported sales prices, or if no sales are reported, as is the case for most securities traded over-the-

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counter, at the mean between representative bid and asked quotations obtained from a quotation reporting system, established market makers or independent pricing services. For NASDAQ traded securities, market value also may be determined on the basis of the NASDAQ Official Closing Price instead of the last reported sales price. Fixed income securities, including those to be purchased under firm commitment agreements (other than obligations having a maturity of 60 days or less), are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services, which take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.

The PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds’ securities are valued using the amortized cost method of valuation. This involves valuing a security at cost on the date of acquisition and thereafter assuming a constant accretion of a discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price a Fund would receive if it sold the instrument. During such periods the yield to investors in a Fund may differ somewhat from that obtained in a similar investment company which uses available market quotations to value all of its portfolio securities.

The SEC’s regulations require the PIMCO Government Money Market, PIMCO Money Market and PIMCO Treasury Money Market Funds to adhere to certain conditions. The Board of Trustees, as part of its responsibility within the overall duty of care owed to the shareholders, is required to establish procedures reasonably designed, taking into account current market conditions and each Fund’s investment objective, to stabilize the net asset value per share as computed for the purpose of distribution and redemption at $1.00 per share. The Trustees’ procedures include a requirement to periodically monitor, as appropriate and at such intervals as are reasonable in light of current market conditions, the relationship between the amortized cost value per share and the net asset value per share based upon available indications of market value. The Board of Trustees will consider what steps should be taken, if any, in the event of a difference of more than 1/2 of 1% between the two. The Board of Trustees will take such steps as it considers appropriate, (e.g., selling securities to shorten the average portfolio maturity) to minimize any material dilution or other unfair results which might arise from differences between the two. Each Fund also is required to maintain a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average life to maturity of 120 days or less, to limit its investments to instruments having remaining maturities of 397 days or less (except securities held subject to repurchase agreements having 397 days or less maturity) and to invest only in securities determined by PIMCO under procedures established by the Board of Trustees to be of high quality with minimal credit risks. Each Fund may not invest more than 0.5% of its total assets, measured at the time of investment, in securities of any one issuer that are in the second-highest rating category for short-term debt obligations.

Each Fund’s liabilities are allocated among its classes. The total of such liabilities allocated to a class plus that class’s distribution and/or servicing fees (if any) and any other expenses specially allocated to that class are then deducted from the class’s proportionate interest in the Fund’s assets, and the resulting amount for each class is divided by the number of shares of that class outstanding to produce the class’s “net asset value” per share. Under certain circumstances, the per share net asset value of the Class B and Class C shares of the Funds that do not declare regular income dividends on a daily basis may be lower than the per share net asset value of the Class A shares as a result of the daily expense accruals of the distribution fee applicable to the Class B and Class C shares. Generally, when Funds pay income dividends, those dividends are expected to differ over time by approximately the amount of the expense accrual differential between a particular Fund’s classes.

TAXATION

The following summarizes certain additional federal income tax considerations generally affecting the Funds and their shareholders. The discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners of shares of the Funds. The discussion is based upon current provisions of the Internal Revenue Code, existing regulations promulgated thereunder, and administrative and judicial interpretations thereof, all of which are subject to change, which change could be retroactive. The discussion applies only to beneficial owners of Fund shares in whose hands such shares are capital assets within the meaning of Section 1221 of the Internal Revenue Code, and may not apply to certain types of beneficial owners of shares (such as insurance companies, tax-exempt organizations, and broker-dealers) who may be subject to special rules. Persons who may be subject to tax in more than one country should consult the provisions of any applicable tax treaty to determine the potential tax consequences to them. Prospective investors should consult their own tax advisers with regard to the federal tax consequences of the purchase, ownership and disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction. The discussion here and in the Prospectuses is not intended as a substitute for careful tax planning.

Each Fund intends to qualify annually and elect to be treated as a regulated investment company under the Internal Revenue Code. To qualify as a regulated investment company, each Fund generally must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to its business of investing in such stock, securities or currencies (“Qualifying Income Test”); (b) diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the Fund’s assets is represented by cash, U.S.

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Government securities, the securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of certain controlled issuers in the same or similar trades or businesses, or the securities of one or more “qualified publicly traded partnerships”; and (c) distribute each taxable year the sum of (i) at least 90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains in excess of any net long-term capital losses) and (ii) 90% of its tax exempt interest, net of expenses allocable thereto. The Treasury Department is authorized to promulgate regulations under which gains from foreign currencies (and options, futures, and forward contracts on foreign currency) would constitute qualifying income for purposes of the Qualifying Income Test only if such gains are directly related to investing in securities. To date, such regulations have not been issued.

If a Fund failed to qualify as a regulated investment company accorded special tax treatment in any taxable year, a Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and reduced rates of taxation on qualified dividend income in the case of individuals. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.

As described in the applicable Prospectuses, the PIMCO CommoditiesPLUS^® Strategy, PIMCO CommoditiesPLUS^® Short Strategy, PIMCO CommodityRealReturn Strategy, PIMCO Global Multi-Asset and PIMCO Inflation Response Multi-Asset Funds may gain exposure to the commodities markets through investments in commodity index-linked derivative instruments. On December 16, 2005, the IRS issued Revenue Ruling 2006-01 which held that income derived from commodity index-linked swaps would not be qualifying income. As such, each Fund’s ability to utilize commodity index-linked swaps as part of its investment strategy is limited to a maximum of 10 percent of its gross income, respectively.

A subsequent revenue ruling, Revenue Ruling 2006-31, clarified the holding of Revenue Ruling 2006-01 by providing that income from alternative investment instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Internal Revenue Code. The IRS has also issued private letter rulings in which the IRS specifically concluded that income from certain commodity index-linked notes is qualifying income. Based on the reasoning in such rulings, each Fund will continue to seek to gain exposure to the commodity markets primarily through investments in commodity-linked notes and through investments in its Subsidiary (as discussed below). As discussed below, in July 2011, the IRS suspended the issuance of private letter rulings concluding that income from certain commodity index-linked notes is qualifying income.

As discussed in “Investment Objectives and Policies—Investments in the Wholly-Owned Subsidiaries,” each Fund intends to invest a portion of its assets in its Subsidiary, each of which will be classified as a corporation for U.S. federal income tax purposes. The IRS has also issued private rulings in which the IRS specifically concluded that income derived from investment in a subsidiary will also be qualifying income. In July 2011, the IRS suspended the issuance of these private letter rulings as well as the private letter rulings discussed above. There can be no assurance that the IRS will not change its position with respect to some or all of these issues or that future legislation will not adversely impact the tax treatment of a Fund’s commodity-linked investments. If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes or from investments in the Subsidiaries does not constitute qualifying income and if such positions were upheld or if future legislation were to adversely affect the tax treatment of Fund investments, the certain Funds, including the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund might cease to qualify as regulated investment companies and would be required to reduce their exposure to such investments which might result in difficulty in implementing their investment strategies. If the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund did not qualify as a regulated investment companies for any taxable year, their taxable income would be subject to tax at the Fund level at regular corporate tax rates (without reduction for distributions to shareholders) and to a further tax at the shareholder level when such income is distributed. In such event, in order to re-qualify for taxation as a regulated investment companies, the PIMCO CommodityRealReturn Strategy Fund^®, PIMCO CommoditiesPLUS^® Short Strategy Fund and PIMCO CommoditiesPLUS^® Strategy Fund may be required to recognize unrealized gains, pay substantial taxes and interest and make certain distributions.

Foreign corporations, such as the Subsidiaries, will generally not be subject to U.S. federal income taxation unless they are deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiaries will conduct their activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Internal Revenue Code under which the Subsidiaries may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of either Subsidiary’s activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of such Subsidiary may constitute a U.S. trade or business, or be taxed as such.

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In general, foreign corporations, such as the Subsidiaries, that do not conduct a U.S. trade or business are nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax. It is not expected that the Subsidiaries will derive income subject to such withholding tax.

Each Subsidiary will be treated as a controlled foreign corporation (“CFC”). The PIMCO CommoditiesPLUS^® Strategy Fund will be treated as a “U.S. shareholder” of the CPS Subsidiary, PIMCO CommoditiesPLUS^® Short Strategy Fund will be treated as a “U.S. shareholder” of the CPSS Subsidiary, the PIMCO CommodityRealReturn Strategy Fund^® will be treated as a “U.S. shareholder” of the CRRS Subsidiary, the PIMCO Global Multi-Asset Fund will be treated as a “U.S. shareholder” of the GMA Subsidiary and the PIMCO Inflation Response Multi-Asset Fund will be treated as a “U.S. shareholder” of the IRMA Subsidiary. As a result, each Fund will be required to include in gross income for U.S. federal income tax purposes all of its Subsidiary’s “subpart F income,” whether or not such income is distributed by such Subsidiary. It is expected that all of the Subsidiaries’ income will be “subpart F income.” Each Fund’s recognition of its Subsidiary’s “subpart F income” will increase such Fund’s tax basis in its Subsidiary. Distributions by the Subsidiary to its respective Fund will be tax-free, to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce such Fund’s tax basis in its Subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by a Subsidiary, such loss is not generally available to offset the income earned by such Subsidiary’s parent Fund.

Based on Revenue Ruling 2006-31, IRS guidance and advice of counsel, each Fund will seek to gain exposure to the commodity markets primarily through investments in commodity index-linked notes and through investments in its Subsidiary. The use of commodity index-linked notes involves specific risks. Applicable Prospectuses, under the heading “Characteristics and Risks of Securities and Investment Techniques—Derivatives” provide further information regarding commodity index-linked notes, including the risks associated with these instruments.

As a regulated investment company, a Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (any net long-term capital gains in excess of the sum of net short-term capital losses and capital loss carryovers from prior years) designated by the Fund as capital gain dividends, if any, that it distributes to shareholders on a timely basis. Each Fund intends to distribute to its shareholders, at least annually, all or substantially all of its investment company taxable income and any net capital gains. In addition, amounts not distributed by a Fund on a timely basis in accordance with a calendar year distribution requirement may be subject to a nondeductible 4% excise tax. Unless an applicable exception applies, to avoid the tax, a Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses (and adjusted for certain ordinary losses) for the twelve month period ending on October 31, and (3) all ordinary income and capital gains for previous years that were not distributed during such years. A distribution will be treated as paid on December 31 of the calendar year if it is declared by a Fund in October, November, or December of that year to shareholders of record on a date in such a month and paid by the Fund during January of the following year. Such distributions will be taxable to shareholders (other than those not subject to federal income tax) in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To avoid application of the excise tax, each Fund intends, to the extent necessary, to make its distributions in accordance with the calendar year distribution requirement.

Distributions

Each Municipal Fund, the PIMCO Tax Managed Real Return Fund and the PIMCO Unconstrained Tax Managed Bond Fund must have at least 50% of its total assets invested in Municipal Bonds at the end of each calendar quarter so that dividends derived from its net interest income on Municipal Bonds and so designated by the Fund will be “exempt-interest dividends,” which are generally exempt from federal income tax when received by an investor. A portion of the distributions paid by a Municipal Fund, the PIMCO Tax Managed Real Return Fund and the PIMCO Unconstrained Tax Managed Bond Fund may be subject to tax as ordinary income (including certain amounts attributable to bonds acquired at a market discount). In addition, any distributions of net short-term capital gains would be taxed as ordinary income and any distribution of capital gain dividends would be taxed as long-term capital gains. Certain exempt-interest dividends, as described in the applicable Prospectuses, may increase alternative minimum taxable income for purposes of determining a shareholder’s liability for the alternative minimum tax. In addition, exempt-interest dividends allocable to interest from certain “private activity bonds” will not be tax exempt for purposes of the regular income tax to shareholders who are “substantial users” of the facilities financed by such obligations or “related persons” of “substantial users.” The tax-exempt portion of dividends paid for a calendar year constituting “exempt-interest dividends” will be designated after the end of that year and will be based upon the ratio of net tax-exempt income to total net income earned by the Fund during the entire year. That ratio may be substantially different than the ratio of net tax-exempt income to total net income earned during a portion of the year. Thus, an investor who holds shares for only a part of the year may be allocated more or less tax-exempt interest dividends than would be the case if the allocation were based on the ratio of net tax-exempt income to total net income actually earned by the Fund while the investor was a shareholder. All or a portion of interest on indebtedness incurred or continued by a shareholder to purchase or carry shares of a Municipal Fund, the PIMCO Tax Managed Real Return Fund or the PIMCO Unconstrained Tax Managed Bond Fund will not be deductible by the shareholder. The portion of interest that is not deductible is equal to the total interest paid or accrued on the

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indebtedness multiplied by the percentage of the Fund’s total distributions (not including distributions of the excess of net long-term capital gains over net short-term capital losses) paid to the shareholder that are exempt-interest dividends. Under rules used by the IRS for determining when borrowed funds are considered used for the purpose of purchasing or carrying particular assets, the purchase of shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares. Future changes in federal and/or state laws could possibly have a negative impact on the tax treatment and/or value of municipal securities.

Shareholders of the Municipal Funds, the PIMCO Tax Managed Real Return Fund and the PIMCO Unconstrained Tax Managed Bond Fund receiving social security or railroad retirement benefits may be taxed on a portion of those benefits as a result of receiving tax exempt income (including exempt-interest dividends distributed by the Fund). The tax may be imposed on up to 50% of a recipient’s benefits in cases where the sum of the recipient’s adjusted gross income (with certain adjustments, including tax-exempt interest) and 50% of the recipient’s benefits, exceeds a base amount. In addition, up to 85% of a recipient’s benefits may be subject to tax if the sum of the recipient’s adjusted gross income (with certain adjustments, including tax-exempt interest) and 50% of the recipient’s benefits exceeds a higher base amount. Shareholders receiving social security or railroad retirement benefits should consult with their tax advisors.

In years when a Fund distributes amounts in excess of its earnings and profits, such distributions may be treated in part as a return of capital. A return of capital is not taxable to a shareholder and has the effect of reducing the shareholder’s basis in the shares.

Except for exempt-interest dividends paid by the Municipal Funds, the PIMCO Tax Managed Real Return Fund and the PIMCO Unconstrained Tax Managed Bond Fund, all dividends and distributions of a Fund, whether received in shares or cash, generally are taxable and must be reported on each shareholder’s federal income tax return. Dividends paid out of a Fund’s investment company taxable income will be taxable to a U.S. shareholder as ordinary income. Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under the applicable tax exemption.

Although a portion of the dividends paid by certain Funds may qualify for the deduction for dividends received by corporations and/or the reduced tax rate for individuals on certain dividends, it is not expected that any such portion would be significant. Further, the reduced rate for individuals on certain dividends is scheduled to expire after 2012. Dividends paid by certain other Funds generally are not expected to qualify for the deduction for dividends received by corporations and/or the reduced tax rate for individuals on certain dividends. Distributions of net capital gains, if any, designated as capital gain dividends, are taxable as long-term capital gains, regardless of how long the shareholder has held a Fund’s shares and are not eligible for the dividends received deduction. Any distributions that are not from a Fund’s investment company taxable income or net realized capital gains may be characterized as a return of capital to shareholders or, in some cases, as capital gain. The tax treatment of dividends and distributions will be the same whether a shareholder reinvests them in additional shares or elects to receive them in cash. The maximum tax on long-term capital gains is currently scheduled to increase from 15% to 20% in 2012.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

The PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds will not be able to offset gains realized by one Underlying Fund in which the Funds invest against losses realized by another Underlying Fund in which the Funds invest. Redemptions of shares in an Underlying Fund could also result in a gain and/or income to the PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Emerging Markets Full Spectrum Bond, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds. The Funds’ use of the fund-of-funds structure could therefore affect the amount, timing and character of distributions to shareholders. Redemptions of shares in an Underlying Fund could also cause additional distributable gains to shareholders.

Sales of Shares

Upon the disposition of shares of a Fund (whether by redemption, sale or exchange), a shareholder may realize a gain or loss. Such gain or loss will be capital gain or loss if the shares are capital assets in the shareholder’s hands, and will be long-term or short-term generally depending upon the shareholder’s holding period for the shares. Any loss realized on a disposition will be disallowed to the extent the shares disposed of are replaced within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder with respect to such shares. If a Fund redeems a shareholder in-kind rather than in cash, the shareholder would realize the same gain or loss as if the shareholder had been redeemed in cash. Further, the shareholder’s basis in the securities received in the in-kind redemption would be the securities’ fair market value on the date of the in-kind redemption.

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For shares of the Funds redeemed after January 1, 2012, your financial intermediary or the Fund (if you hold your shares in a Fund direct account) will report gains and losses realized on redemptions of shares for shareholders who are individuals and S corporations purchased after January 1, 2012 to the Internal Revenue Service (IRS). This information will also be reported to you on Form 1099-B and the IRS each year. In calculating the gain or loss on redemptions of shares, the average cost method will be used to determine the cost basis of Fund shares purchased after January 1, 2012 unless you instruct the Fund in writing that you want to use another available method for cost basis reporting (for example, First In, First Out (FIFO), Last In, First Out (LIFO), Specific Lot Identification (SLID) or High Cost, First Out (HIFO)). If you designate SLID as your cost basis method, you will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Funds will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals made after January 1, 2012. Your cost basis election method will be applied to all fund positions for all of your accounts as well as to all future funds added, unless otherwise indicated by you.

Mutual fund shares acquired prior to January 1, 2012, are not covered by cost basis regulations. When available, average cost will be reported to investors who will be solely responsible for calculating and reporting gains and losses realized on the sale of non-covered securities. This information is not reported to the IRS. All non-covered shares will be depleted before the covered shares, starting with the oldest shares first.

When transferring the ownership of covered shares, you must provide account information for the recipient/account receiving shares and the reason the transfer is taking place (i.e. re-registration, inheritance through death, or gift). If a reason is not provided, the transfer will be defaulted as a transfer due to gift. If the recipient’s existing account or new account will use the Average Cost accounting method, they must accept the shares being transferred at fair market value on the date of the gift or settlement if the shares should be transferred at a loss. For transfers due to Inheritance on accounts with Joint Tenants with Rights of Survivorship (JWROS), unless you instruct us otherwise by indicating the ownership percentage of each party, the shares will be split equally with the basis for the decedents portion determined using the fair market value of the date of death and the other portions maintaining the current cost basis.

Your financial intermediary or the Fund (if you hold your shares in a Fund direct account) is also required to report gains and losses to the IRS in connection with redemptions of shares by S corporations purchased after January 1, 2012. If a shareholder is a corporation and has not instructed the Fund that it is a C corporation in its account application or by written instruction, the Fund will treat the shareholder as an S corporation and file a Form 1099-B.

Potential Pass-Through of Tax Credits

If a Fund invests in Build America Bonds, created by the American Recovery and Reinvestment Act of 2009, or any other qualified tax credit bonds, the investment will result in taxable income to such Fund. The applicable Fund may elect to pass through to shareholders the applicable interest income and available tax credits, in which case shareholders will be required to report both the interest income and tax credits as taxable income. Shareholders may be able to claim the tax credits on their federal tax returns against their income tax, including alternative minimum tax, liability. However, such tax credits are generally not refundable. There is no assurance that a Fund will elect to pass through any such income and credits.

Backup Withholding

A Fund may be required to withhold up to 28% (currently scheduled to increase to 31% after 2012) of all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Corporate shareholders and certain other shareholders specified in the Internal Revenue Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal tax liability.

Options, Futures and Forward Contracts, and Swap Agreements

Some of the options, futures contracts, forward contracts, and swap agreements used by the Funds may be “section 1256 contracts.” Any gains or losses on section 1256 contracts are generally considered 60% long-term and 40% short-term capital gains or losses (“60/40”) although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Internal Revenue Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss.

Generally, the hedging transactions and certain other transactions in options, futures and forward contracts undertaken by a Fund, may result in “straddles” for U.S. federal income tax purposes. In some cases, the straddle rules also could apply in connection with swap agreements. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which such losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences of transactions in options, futures, forward contracts, and swap agreements to a Fund are not entirely clear. The transactions may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders.

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A Fund may make one or more of the elections available under the Internal Revenue Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections operate to accelerate the recognition of gains or losses from the affected straddle positions.

Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not engage in such hedging transactions.

Rules governing the tax aspects of swap agreements are in a developing stage and are not entirely clear in certain respects. Accordingly, while the Funds intend to account for such transactions in a manner they deem to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected. The Trust intends to monitor developments in this area.

Certain requirements that must be met under the Internal Revenue Code in order for a Fund to qualify as a regulated investment company, including the qualifying income and diversification requirements applicable to a Fund’s assets may limit the extent to which a Fund will be able to engage in transactions in options, futures contracts, forward contracts, and swap agreements.

In addition, the use of swaps or other derivatives could adversely affect the character (capital gain vs. ordinary income) of the income recognized by the Funds for federal income tax purposes, as well as the amount and timing of such recognition, as compared to a direct investment in underlying securities, and could result in a Fund’s recognition of income prior to the receipt of any corresponding cash. As a result of the use of swaps and derivatives, a larger portion of the Fund’s distributions may be treated as ordinary income than would have been the case if the Fund did not enter into such swaps or derivatives. The tax treatment of swap agreements and other derivatives may also be affected by future legislation or Treasury Regulations and/or guidance issued by the IRS that could affect the character, timing and/or amount of a Fund’s taxable income or gains and distributions made by the Fund.

Short Sales

Certain Funds, particularly the PIMCO Fundamental Advantage Total Return Strategy, PIMCO StocksPLUS^® TR Short Strategy and PIMCO Worldwide Fundamental Advantage TR Strategy Funds, may make short sales of securities. Short sales may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when distributed to shareholders. Short sales also may be subject to the “Constructive Sales” rules, discussed below.

Passive Foreign Investment Companies

Certain Funds may invest in the stock of foreign corporations which may be classified under the Internal Revenue Code as passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC for a taxable year if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. If a Fund receives a so-called “excess distribution” with respect to PFIC stock, the Fund itself may be subject to tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to stockholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC stock. A Fund itself will be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC stock are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

A Fund may be eligible to elect alternative tax treatment with respect to PFIC stock. Under an election that currently is available in some circumstances, a Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions are received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, another election may be available that would involve marking to market a Fund’s PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Internal Revenue Code), with the result that unrealized gains are treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income with respect to such shares in prior years. If this election were made, tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges. A Fund’s intention to qualify annually as a regulated investment company may limit its elections with respect to PFIC shares.

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Because the application of the PFIC rules may affect, among other things, the character of gains and the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, and may subject a Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders and will be taxed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares.

Foreign Currency Transactions

Under the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Internal Revenue Code as “section 988” gains or losses, may increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

Foreign Taxation

Income received by the Funds from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. In addition, PIMCO intends to manage the Funds with the intention of minimizing foreign taxation in cases where it is deemed prudent to do so. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of foreign corporations or foreign governments, the Fund will be eligible to elect to “pass-through” to the Fund’s shareholders the amount of foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the foreign taxes paid by the Fund, and may be entitled either to deduct (as an itemized deduction) his or her pro rata share of foreign taxes in computing his taxable income or to use it (subject to limitations) as a foreign tax credit against his or her U.S. federal income tax liability. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified after the close of the Fund’s taxable year whether the foreign taxes paid by the Fund will “pass-through” for that year.

Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or her total foreign source taxable income. For this purpose, if the pass-through election is made, the source of a Fund’s income will flow through to shareholders of the Trust. With respect to such Fund, gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income. Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by the Fund. Various other limitations, including a minimum holding period requirement, apply to limit the credit and/or deduction for foreign taxes for purposes of regular federal tax and/or alternative minimum tax.

Original Issue Discount and Market Discount

Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund may be treated as debt securities that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. A portion of the OID includable in income with respect to certain high-yield corporate debt securities may be treated as a dividend for federal income tax purposes.

Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt security. Market discount generally accrues in equal daily installments. A Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character and timing of recognition of income.

Some debt securities (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by a Fund may be treated as having acquisition discount, or OID in the case of certain types of debt securities. Generally, the Fund will be required to include the acquisition discount, or OID, in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt securities having acquisition discount, or OID, which could affect the character and timing of recognition of income.

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A Fund generally will be required to distribute dividends to shareholders representing discount on debt securities that is currently includable in income, even though cash representing such income may not have been received by the Fund. Cash to pay such dividends may be obtained from sales proceeds of securities held by the Fund.

Constructive Sales

Certain rules may affect the timing and character of gain if a Fund engages in transactions that reduce or eliminate its risk of loss with respect to appreciated financial positions. If a Fund enters into certain transactions in property while holding substantially identical property, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Fund’s holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Fund’s holding period and the application of various loss deferral provisions of the Internal Revenue Code.

IRAs and Other Retirement Plans

If you invest in a Fund through an IRA or other retirement plan you should consult with your own tax adviser on the applicable rules for such IRA or retirement plan with respect to plan qualification requirements, limits on contributions and distributions, and required distributions from IRAs and retirement plans. As an example, there could be tax penalties on distributions from an IRA or retirement plan prior to age 59 1/2 and, under current law, there are minimum distribution requirements applicable to IRAs or retirement plans at age 70 1/2.

Non-U.S. Shareholders

Withholding of Income Tax on Dividends: Under U.S. federal tax law, dividends paid on shares beneficially held by a person who is a “foreign person” within the meaning of the Internal Revenue Code, are, in general, subject to withholding of U.S. federal income tax at a rate of 30% of the gross dividend, which may, in some cases, be reduced by an applicable tax treaty. However, if a beneficial holder who is a foreign person has a permanent establishment in the United States, and the shares held by such beneficial holder are effectively connected with such permanent establishment and, in addition, the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates. Distributions of long-term net realized capital gains will not be subject to withholding of U.S. federal income tax.

Under legislation originally enacted in 2004, which was extended, a Fund was generally able to designate certain distributions to foreign persons as being derived from certain net interest income or net short-term capital gains and such designated distributions were generally not subject to U.S. tax withholding. Although the Funds made allowable designations for dividends declared, the provision expired for the Funds’ tax year beginning after March 31, 2012. Although the U.S. Congress is considering an extension of the provision, there can be no assurance that the provision will be extended. If the provision is extended, distributions that are derived from any dividends on corporate stock or from ordinary income other than U.S. source interest would still be subject to withholding. Foreign currency gains, foreign source interest, and ordinary income from swaps or investments in PFICs would still be subject to withholding when distributed to foreign investors. There can be no assurance as to the amount of distributions that would not be subject to withholding when paid to foreign persons.

Effective January 1, 2014, the Funds will be required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2015) redemption proceeds made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.

Income Tax on Sale of a Fund’s shares: Under U.S. federal tax law, a beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of such shares unless (i) the shares in question are effectively connected with a permanent establishment in the United States of the beneficial holder and such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met.

State and Local Tax: A beneficial holder of shares who is a foreign person may be subject to state and local tax in addition to the federal tax on income referred above.

Estate and Gift Taxes: Under existing law, upon the death of a beneficial holder of shares who is a foreign person, such shares will be deemed to be property situated within the United States and will be subject to U.S. federal estate tax. For foreign individuals dying before January 1, 2012, a portion of the applicable Fund shares will not be subject to estate tax to the extent that the applicable Fund holds certain qualifying obligations. If at the time of death the deceased holder is a resident of a foreign country and not a citizen or resident of the United States, such tax will be imposed at graduated rates from 18% to 55% on the total value (less allowable deductions and allowable credits) of the decedent’s property situated within the United States. In general, there is no gift tax on gifts of shares by a beneficial holder who is a foreign person.

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The availability of reduced U.S. taxation pursuant to any applicable treaties depends upon compliance with established procedures for claiming the benefits thereof and may further, in some circumstances, depend upon making a satisfactory demonstration to U.S. tax authorities that a foreign investor qualifies as a foreign person under U.S. domestic tax law and such treaties.

Other Taxation

Distributions also may be subject to additional state, local and foreign taxes, depending on each shareholder’s particular situation. Under the laws of various states, distributions of investment company taxable income generally are taxable to shareholders even though all or a substantial portion of such distributions may be derived from interest on certain federal obligations which, if the interest were received directly by a resident of such state, would be exempt from such state’s income tax (“qualifying federal obligations”). However, some states may exempt all or a portion of such distributions from income tax to the extent the shareholder is able to establish that the distribution is derived from qualifying federal obligations. Moreover, for state income tax purposes, interest on some federal obligations generally is not exempt from taxation, whether received directly by a shareholder or through distributions of investment company taxable income (for example, interest on FNMA Certificates and GNMA Certificates). Each Fund will provide information annually to shareholders indicating the amount and percentage of a Fund’s dividend distribution which is attributable to interest on federal obligations, and will indicate to the extent possible from what types of federal obligations such dividends are derived. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund.

OTHER INFORMATION

Capitalization

The Trust is a Massachusetts business trust established under a Declaration of Trust dated February 19, 1987, as amended and restated December 15, 2010. The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with a par value of $0.0001 each. The Board of Trustees may establish additional series (with different investment objectives and fundamental policies) at any time in the future. Establishment and offering of additional series will not alter the rights of the Trust’s shareholders. When issued, shares are fully paid, non-assessable, redeemable and freely transferable. Shares do not have preemptive rights or subscription rights. In liquidation of a Fund, each shareholder is entitled to receive his pro rata share of the net assets of that Fund.

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims liability of the shareholders, Trustees or officers of the Trust for acts or obligations of the Trust, which are binding only on the assets and property of the Trust, and requires that notice of the disclaimer be given in each contract or obligation entered into or executed by the Trust or the Trustees. The Declaration of Trust also provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. The risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which such disclaimer is inoperative or the Trust itself is unable to meet its obligations, and thus should be considered remote.

Information on PIMCO Global Bond Fund (U.S. Dollar-Hedged)

The table below sets forth the average annual total return of certain classes of shares of the PIMCO Global Bond Fund (U.S. Dollar-Hedged) (which was a series of PIMCO Advisors Funds (“PAF”) prior to its reorganization as a Fund of the Trust on January 17, 1997) for the periods ended March 31, 2012. Accordingly, “Inception Date of Fund” refers to the inception date of the PAF predecessor series. Since Class A shares were offered since the inception of PIMCO Global Bond Fund (U.S. Dollar-Hedged), total return presentations for periods prior to the Inception Date of the Institutional Class are based on the historical performance of Class A shares, adjusted to reflect that the Institutional Class does not have a sales charge, and the different operating expenses associated with the Institutional Class, such as 12b-1 distribution and servicing fees and administrative fee charges.

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Total Return for Periods Ended March 31, 2012†

	Class*	1 Year		5 Years		10 Years		Since Inception of Fund (Annualized)		Inception Date of Fund		Inception Date of Class
PIMCO Global Bond (U.S. Dollar-Hedged)	Institutional Return Before Taxes		9.56%		7.06%		6.33%		7.23%		10/2/1995		2/25/1998
	Institutional Return After Taxes on Distributions†		8.20%		5.14%		4.53%		4.66%
	Institutional Return After Taxes on Distributions and Sale of Fund Shares†		6.18%		4.90%		4.40%		4.62%
	Class A Return Before Taxes		5.08%		5.83%		5.51%		6.56%				10/2/1995
	Class A Return After Taxes on Distributions†		3.91%		4.07%		3.86%		4.16%
	Class A Return After Taxes on Distributions and Sale of Fund Shares†		3.27%		3.94%		3.77%		4.14%
	Class B Return Before Taxes		4.86%		5.77%		5.36%		6.46%				10/2/1995
	Class C Return Before Taxes		7.36%		5.85%		5.13%		6.01%				10/2/1995

(†) After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. After-tax returns are for Institutional Class and Class A shares only. After-tax returns for Class B and Class C shares will vary.

(*) Institutional Class total return presentations for periods prior to the Inception Date of that class reflect the prior performance of Class A shares of the former PAF series, adjusted to reflect the fact that there are no sales charges on Institutional Class shares of the Fund. The adjusted performance also reflects any different operating expenses associated with Institutional Class shares. These include (i) 12b-1 distribution and servicing fees, which are not paid by the Institutional Class but are paid by Class A (at a maximum rate of 0.25% per annum), and (ii) administrative fee charges, which are lower for Institutional Class shares (at a differential of 0.15% per annum).

Note also that, prior to January 17, 1997, Class A, Class B and Class C shares of the PIMCO Global Bond Fund (U.S. Dollar-Hedged) were subject to a variable level of expenses for such services as legal, audit, custody and transfer agency services. As described in the Class A, B and C Prospectus, for periods subsequent to January 17, 1997, Class A, Class B and Class C shares of the Trust are subject to a fee structure which essentially fixes these expenses (along with other administrative expenses) under a single administrative fee based on the average daily net assets of the Fund attributable to Class A, Class B and Class C shares. Under the current fee structure, the PIMCO Global Bond Fund (U.S. Dollar-Hedged) is expected to have lower total Fund operating expenses than its predecessor had under the fee structure for PAF (prior to January 17, 1997). All other things being equal, the higher expenses of PAF would have adversely affected total return performance for the Fund after January 17, 1997.

The method of adjustment used in the table above for periods prior to the Inception Date of Institutional Class shares of the PIMCO Global Bond Fund (U.S. Dollar-Hedged) resulted in performance for the period shown that is higher than if the historical Class A performance were not adjusted to reflect the lower operating expenses of the newer class. The following table shows the lower performance figures that would be obtained if the performance for the Institutional Class was calculated by tacking to the Institutional Class’ actual performance the actual performance of Class A shares (with their higher operating expenses) for periods prior to the initial offering date of the newer class (i.e., the total return presentations below are based, for periods prior to the inception date of the Institutional Class, on the historical performance of Class A shares adjusted to reflect the current sales charges associated with Class A shares, but not reflecting lower operating expenses associated with the Institutional Class, such as lower administrative fee charges and/or distribution and servicing fee charges).

Total Return for Periods Ended March 31, 2012

(with no adjustment for operating expenses of the Institutional Class for periods prior to its Inception Date)

Fund	Class	1 Year	5 Years	10 Years	Since Inception of Fund (Annualized)
PIMCO Global Bond (U.S. Dollar-Hedged)	Institutional	9.56%	7.06%	6.33%	7.17%

156

Voting Rights

Under the Declaration of Trust, the Trust is not required to hold annual meetings of Trust shareholders to elect Trustees or for other purposes. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust. In this regard, the Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board of Trustees if, at any time, fewer than a majority of the Trustees have been elected by the shareholders of the Trust. In addition, the Declaration of Trust provides that the holders of not less than two-thirds of the outstanding shares of the Trust may remove a person serving as Trustee either by declaration in writing or at a meeting called for such purpose. The Trustees are required to call a meeting for the purpose of considering the removal of a person serving as Trustee if requested in writing to do so by the holders of not less than ten percent of the outstanding shares of the Trust. In the event that such a request was made, the Trust has represented that it would assist with any necessary shareholder communications. Shareholders of a class of shares have different voting rights with respect to matters that affect only that class.

The Trust’s shares do not have cumulative voting rights, so that the holder of more than 50% of the outstanding shares may elect the entire Board of Trustees, in which case the holders of the remaining shares would not be able to elect any Trustees. To avoid potential conflicts of interest, the PIMCO All Asset, PIMCO All Asset All Authority, PIMCO Global Multi-Asset, PIMCO Inflation Response Multi-Asset and PIMCO RealRetirement^® Funds will vote shares of each Underlying PIMCO Fund which they own in proportion to the votes of all other shareholders in the Underlying PIMCO Fund. In addition, to the extent the Funds own shares of a money market fund or short-term bond fund pursuant to the November 19, 2001 SEC exemptive order discussed above, the Funds will vote such shares in proportion to the votes of all other shareholders of the respective money market or short-term bond fund.

Control Persons and Principal Holders of Securities

As of July 5, 2012, the following persons owned of record or beneficially 5% or more of the noted class of shares of the following Funds.

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET ALL AUTHORITY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		85,165,954.91	*		27.69%
PIMCO ALL ASSET ALL AUTHORITY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		42,693,215.58			13.88%
PIMCO ALL ASSET ALL AUTHORITY FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		24,390,234.77			7.93%
PIMCO ALL ASSET ALL AUTHORITY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		24,251,762.37			7.88%
PIMCO ALL ASSET ALL AUTHORITY FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		22,880,286.76			7.44%

157

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		50,382,311.24			18.67%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		33,410,657.26			12.38%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		33,331,778.03			12.35%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		33,036,257.25			12.24%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		19,135,376.97			7.09%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		17,224,163.09			6.38%
PIMCO ALL ASSET ALL AUTHORITY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		15,342,326.35			5.68%
PIMCO ALL ASSET ALL AUTHORITY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		46,955,669.89	*		39.34%

158

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET ALL AUTHORITY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		40,449,493.55	*		33.89%
PIMCO ALL ASSET ALL AUTHORITY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		17,106,905.17			14.33%
PIMCO ALL ASSET ALL AUTHORITY FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		210,538,081.87			24.73%
PIMCO ALL ASSET ALL AUTHORITY FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		138,822,614.44			16.31%
PIMCO ALL ASSET ALL AUTHORITY FUND	Institutional	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		75,039,019.05			8.81%
PIMCO ALL ASSET ALL AUTHORITY FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		65,143,824.07			7.65%
PIMCO ALL ASSET ALL AUTHORITY FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		112,483,475.89	*		33.01%
PIMCO ALL ASSET ALL AUTHORITY FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		57,049,677.78			16.74%
PIMCO ALL ASSET ALL AUTHORITY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		52,583,318.70			15.43%

159

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET ALL AUTHORITY FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		29,816,539.66			8.75%
PIMCO ALL ASSET ALL AUTHORITY FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		29,607,209.38			8.69%
PIMCO ALL ASSET FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		24,800,266.91			15.59%
PIMCO ALL ASSET FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		18,411,243.74			11.57%
PIMCO ALL ASSET FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		18,101,846.11			11.38%
PIMCO ALL ASSET FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		13,905,197.01			8.74%
PIMCO ALL ASSET FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		11,929,258.76			7.50%
PIMCO ALL ASSET FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		9,995,096.20			6.28%
PIMCO ALL ASSET FUND	Administrative	**	JOHN HANCOCK LIFE INS CO (USA), ATTN LIZ SEELEY, RPS SEG FUNDS/ACCOUNTING XXXXX, 601 CONGRESS ST, BOSTON MA 02210-2804		15,787,477.17	*		52.46%

160

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		7,673,231.77	*		25.50%
PIMCO ALL ASSET FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		543,300.93			18.19%
PIMCO ALL ASSET FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		530,816.54			17.77%
PIMCO ALL ASSET FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		359,544.64			12.04%
PIMCO ALL ASSET FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		291,194.06			9.75%
PIMCO ALL ASSET FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		268,667.67			8.99%
PIMCO ALL ASSET FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		25,991,725.32			16.82%
PIMCO ALL ASSET FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		21,501,397.06			13.91%
PIMCO ALL ASSET FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		18,208,553.87			11.78%

161

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		16,195,302.15			10.48%
PIMCO ALL ASSET FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		14,058,422.88			9.10%
PIMCO ALL ASSET FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		12,398,857.33			8.02%
PIMCO ALL ASSET FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		27,490,461.36	*		40.02%
PIMCO ALL ASSET FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		25,210,471.55	*		36.70%
PIMCO ALL ASSET FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		6,173,363.36			8.99%
PIMCO ALL ASSET FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		3,636,627.04			5.29%
PIMCO ALL ASSET FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		252,469,796.32			13.85%

162

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		226,116,274.47			12.40%
PIMCO ALL ASSET FUND	Institutional	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE, BENEFIT OF ITS CUSTOMERS, ATTN: SERVICE TEAM, 4800 DEER LAKE DRIVE EAST 3RD FL, JACKSONVILLE FL 32246-6484		135,396,441.70			7.43%
PIMCO ALL ASSET FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		24,087,956.99	*		25.03%
PIMCO ALL ASSET FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		19,133,501.21			19.88%
PIMCO ALL ASSET FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		13,806,448.92			14.35%
PIMCO ALL ASSET FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		13,190,973.57			13.71%
PIMCO ALL ASSET FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		12,494,006.49			12.98%
PIMCO ALL ASSET FUND	R	**	ING NATIONAL TRUST, 1 ORANGE WAY, WINDSOR CT 06095-4773		2,572,069.57	*		35.81%
PIMCO ALL ASSET FUND	R	**	ING LIFE INSURANCE & ANNUITY CO, 151 FARMINGTON AVE, HARTFORD CT 06156-0001		694,966.74			9.68%

163

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO ALL ASSET FUND	R	**	UMB BANK N/A, FIDUCIARY FOR TAX DEFERRED A/C’S, 1 SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000		549,893.65			7.66%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,983,313.97	*		29.13%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,166,390.17			17.13%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		830,692.44			12.20%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		625,789.44			9.19%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		365,519.19			5.37%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		227,210.05			18.14%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		211,675.56			16.90%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		178,959.63			14.29%

164

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		148,759.85			11.88%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		97,403.68			7.78%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		77,604.52			6.20%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		77,007.50			6.15%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		304,933.53	*		60.65%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		92,482.93			18.39%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	D	**	WEDBUSH SECURITIES, A/C XXXXX, 1000 WILSHIRE BLVD, LOS ANGELES CA 90017-2457		52,687.04			10.48%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,405,514.64	*		48.08%

165

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		765,515.52			15.30%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	Institutional		CRAIG A DAWSON & RAQUEL A DAWSON, TTEES U/A DTD 02/07/2007, THE DAWSON FAMILY TRUST, 840 NEWPORT CENTER DR STE 100, NEWPORT BEACH CA 92660-6398		352,513.70			7.05%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	Institutional		KRISTEN S MONSON TTEE, KRISTEN S MONSON TRUST, TRUST DATED 9/12/02, 840 NEWPORT CENTER DR STE 100, NEWPORT BEACH CA 92660-6398		321,724.83			6.43%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	Institutional		WILLIAM BENZ TTEE, THE BENZ LIVING TRUST, DTD 6/13/03, 840 NEWPORT CENTER DR STE 100, NEWPORT BEACH CA 92660-6398		269,015.26			5.38%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		464,980.10	*		55.81%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		181,163.45			21.74%
PIMCO CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		143,529.28			17.23%
PIMCO CALIFORNIA MUNICIPAL BOND FUND	A	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.46	*		100.00%
PIMCO CALIFORNIA MUNICIPAL BOND FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.17	*		100.00%

166

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CALIFORNIA MUNICIPAL BOND FUND	D	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.46	*		100.00%
PIMCO CALIFORNIA MUNICIPAL BOND FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		300,193.18	*		100.00%
PIMCO CALIFORNIA MUNICIPAL BOND FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.60	*		100.00%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,078,873.20			19.43%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		2,793,069.84			17.63%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		2,645,694.99			16.70%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,098,682.41			13.24%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,540,406.61			9.72%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	BARCLAYS CAPITAL INC., XXXXX, 70 HUDSON STREET, 7TH FLOOR, JERSEY CITY NJ 07302-4585		1,490,423.82			9.41%

167

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		842,351.99			5.32%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		119,311.59	*		33.77%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		100,784.09	*		28.53%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		72,013.82			20.38%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		20,954.02			5.93%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		303,224.25	*		54.55%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		90,799.82			16.33%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	D	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		36,879.57			6.63%

168

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		29,066.89			5.23%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		3,183,237.89	*		49.23%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,153,392.74	*		33.30%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,439,301.28	*		55.95%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		438,979.67			17.07%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		273,607.06			10.64%
PIMCO CALIFORNIA SHORT DURATION MUNICIPAL INCOME FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		272,299.69			10.59%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		44,272.39	*		46.22%

169

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		20,759.62			21.67%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		8,158.12			8.52%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		8,017.61	*		36.14%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		5,997.52	*		27.03%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,124.04			9.57%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	C	**	STIFEL NICOLAUS & CO INC, 501 NORTH BROADWAY, SAINT LOUIS MO 63102-2188		1,754.39			7.91%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		86,405.70	*		60.90%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		26,934.71			18.98%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		22,231.05			15.67%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		313,512.24	*		93.50%

170

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		19,173.66			5.72%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,380.73	*		74.38%
PIMCO COMMODITIESPLUS SHORT STRATEGY FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,044.61			22.98%
PIMCO COMMODITIESPLUS STRATEGY FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		4,214,957.75	*		64.79%
PIMCO COMMODITIESPLUS STRATEGY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		897,267.53			13.79%
PIMCO COMMODITIESPLUS STRATEGY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		384,248.31			5.91%
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		97,052.04			15.40%
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		77,672.99			12.32%
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		73,494.20			11.66%

171

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		55,689.59			8.83%
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		43,654.59			6.92%
PIMCO COMMODITIESPLUS STRATEGY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		39,750.03			6.31%
PIMCO COMMODITIESPLUS STRATEGY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,399,901.65	*		75.29%
PIMCO COMMODITIESPLUS STRATEGY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		550,655.62			17.28%
PIMCO COMMODITIESPLUS STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		177,259,590.40	*		43.33%
PIMCO COMMODITIESPLUS STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		170,762,202.07	*		41.74%
PIMCO COMMODITIESPLUS STRATEGY FUND	R	**	FRONTIER TR CO FBO, RAHE INC 401K PSP, PO BOX 10758, FARGO ND 58106-0758		5,344.87			24.42%

172

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITIESPLUS STRATEGY FUND	R	**	ATTN NPIO TRADE DESK, DCGT TRUSTEE & OR CUSTODIAN, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, 711 HIGH ST, DES MOINES IA 50392-0001		3,725.18		17.02%
PIMCO COMMODITIESPLUS STRATEGY FUND	R	**	ATTN NPIO TRADE DESK, DCGT TRUSTEE & OR CUSTODIAN, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED PRIN ADVTG OMNIBUS, 711 HIGH ST, DES MOINES IA 50392-0001		3,205.55		14.65%
PIMCO COMMODITIESPLUS STRATEGY FUND	R	**	FRONTIER TR CO FBO, CHAMPION WIRE & CABLE 401K PLAN, XXXXX, P O BOX 10758, FARGO ND 58106-0758		2,469.65		11.28%
PIMCO COMMODITIESPLUS STRATEGY FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,932.70		8.83%
PIMCO COMMODITYREALRETURN STRATEGY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		59,170,729.25		21.49%
PIMCO COMMODITYREALRETURN STRATEGY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		43,260,396.05		15.71%
PIMCO COMMODITYREALRETURN STRATEGY FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		24,185,681.79		8.78%
PIMCO COMMODITYREALRETURN STRATEGY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		22,799,417.17		8.28%

173

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITYREALRETURN STRATEGY FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		14,880,343.03			5.40%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		60,149,795.85	*		68.00%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Administrative	**	BNYM IS TRUST CO FBO WRAP CLIENTS, 760 MOORE RD, XXXXX, KNG OF PRUSSA PA 19406-1212		12,880,846.15			14.56%
PIMCO COMMODITYREALRETURN STRATEGY FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,039,754.14			19.03%
PIMCO COMMODITYREALRETURN STRATEGY FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		694,863.29			12.72%
PIMCO COMMODITYREALRETURN STRATEGY FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		654,279.24			11.98%
PIMCO COMMODITYREALRETURN STRATEGY FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		628,036.88			11.50%
PIMCO COMMODITYREALRETURN STRATEGY FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		315,377.66			5.77%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		33,201,681.98	*		25.30%

174

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		15,787,676.17			12.03%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		12,919,144.93			9.84%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		12,284,444.29			9.36%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		9,763,291.93			7.44%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		7,886,927.14			6.01%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		7,581,920.44			5.78%
PIMCO COMMODITYREALRETURN STRATEGY FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		6,633,854.89			5.05%
PIMCO COMMODITYREALRETURN STRATEGY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		69,218,459.89	*		44.90%

175

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITYREALRETURN STRATEGY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		42,176,183.28	*		27.36%
PIMCO COMMODITYREALRETURN STRATEGY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		12,627,337.10			8.19%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		484,933,816.10			21.99%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		438,536,164.10			19.88%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Institutional	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE, BENEFIT OF ITS CUSTOMERS, ATTN: SERVICE TEAM, 4800 DEER LAKE DRIVE EAST 3RD FL, JACKSONVILLE FL 32246-6484		268,730,900.59			12.19%
PIMCO COMMODITYREALRETURN STRATEGY FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		168,577,081.21			7.64%
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		72,377,248.53	*		28.15%
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		61,692,126.78			24.00%

176

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		34,521,925.47			13.43%
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		26,382,909.56			10.26%
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		18,901,069.97			7.35%
PIMCO COMMODITYREALRETURN STRATEGY FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		17,950,963.54			6.98%
PIMCO COMMODITYREALRETURN STRATEGY FUND	R	**	ING LIFE INSURANCE & ANNUITY CO, 151 FARMINGTON AVE, HARTFORD CT 06156-0001		477,609.00			21.90%
PIMCO COMMODITYREALRETURN STRATEGY FUND	R	**	ATTN NPIO TRADE DESK, DCGT TRUSTEE & OR CUSTODIAN, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, 711 HIGH ST, DES MOINES IA 50392-0001		214,437.54			9.83%
PIMCO COMMODITYREALRETURN STRATEGY FUND	R	**	MASSACHUSETTES MUTUAL, LIFE INSURANCE CO, 1295 STATE STREET MIP N255, SPRINGFIELD MA 01111-0001		181,959.53			8.34%
PIMCO COMMODITYREALRETURN STRATEGY FUND	R	**	FIRST CLEARING LLC, A/C XXXXX, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		112,693.42			5.17%
PIMCO CONVERTIBLE FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD FL 9, JERSEY CITY NJ 07310-2055		75,448.22	*		27.03%
PIMCO CONVERTIBLE FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		58,940.06			21.12%
PIMCO CONVERTIBLE FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		46,882.85			16.80%

177

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CONVERTIBLE FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		40,729.86			14.59%
PIMCO CONVERTIBLE FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		22,229.73			7.97%
PIMCO CONVERTIBLE FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		14,016.31			5.02%
PIMCO CONVERTIBLE FUND	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		25,247.38	*		37.60%
PIMCO CONVERTIBLE FUND	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		24,975.23	*		37.20%
PIMCO CONVERTIBLE FUND	Administrative	**	ORCHARD TRUST CO LLC FBO PUTNAM INV, FBO RECORDKEEPING FOR VARIOUS BENEF, 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002		12,078.37			17.99%
PIMCO CONVERTIBLE FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		24,134.69	*		39.58%
PIMCO CONVERTIBLE FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		21,889.06	*		35.90%
PIMCO CONVERTIBLE FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		5,139.95			8.43%

178

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CONVERTIBLE FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,382.93			5.55%
PIMCO CONVERTIBLE FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		230,048.33	*		63.33%
PIMCO CONVERTIBLE FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		101,496.92	*		27.94%
PIMCO CONVERTIBLE FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		62,830,988.35	*		51.70%
PIMCO CONVERTIBLE FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		49,659,408.88	*		40.86%
PIMCO CONVERTIBLE FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		107,095.27	*		97.99%
PIMCO CREDIT ABSOLUTE RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		490,098.59	*		47.75%
PIMCO CREDIT ABSOLUTE RETURN FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		208,799.63			20.35%
PIMCO CREDIT ABSOLUTE RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		66,949.74	*		28.66%

179

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CREDIT ABSOLUTE RETURN FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		19,723.87			8.44%
PIMCO CREDIT ABSOLUTE RETURN FUND	C	**	SALOMON SMITH BARNEY, 333 W 34TH ST, NEW YORK NY 10001-2417		16,453.59			7.04%
PIMCO CREDIT ABSOLUTE RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNTS, FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		412,500.91	*		59.35%
PIMCO CREDIT ABSOLUTE RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		174,832.82	*		25.16%
PIMCO CREDIT ABSOLUTE RETURN FUND	D	**	TD AMERITRADE INC FEBO, OUR CLIENT, PO BOX 2226, OMAHA NE 68103-2226		48,478.58			6.98%
PIMCO CREDIT ABSOLUTE RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		6,100,083.36	*		42.83%
PIMCO CREDIT ABSOLUTE RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		3,456,713.90			24.27%
PIMCO CREDIT ABSOLUTE RETURN FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,394,382.03			9.79%
PIMCO CREDIT ABSOLUTE RETURN FUND	Institutional	**	SEI PRIVATE TRUST COMPANY, C/O UNION BANK OF CALIFORNIA ID XXXXX, FBO XXXXX, 1 FREEDOM VALLEY DR, OAKS PA 19456-9989		725,267.30			5.09%

180

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO CREDIT ABSOLUTE RETURN FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		157,787.36	*		60.01%
PIMCO CREDIT ABSOLUTE RETURN FUND	P	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		44,596.64			16.96%
PIMCO CREDIT ABSOLUTE RETURN FUND	P	**	SALOMON SMITH BARNEY, 333 W 34TH ST, NEW YORK NY 10001-2417		29,589.49			11.25%
PIMCO CREDIT ABSOLUTE RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		13,422.17			5.10%
PIMCO CREDIT ABSOLUTE RETURN FUND	R	**	CAMTRU LLC, 1411 THIRD STREET 4TH FLOOR, PORT HURON MI 48060-5480		49,164.21	*		95.77%
PIMCO DIVERSIFIED INCOME FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		4,262,978.97			19.87%
PIMCO DIVERSIFIED INCOME FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		2,520,792.69			11.75%
PIMCO DIVERSIFIED INCOME FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,204,035.36			10.28%
PIMCO DIVERSIFIED INCOME FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,723,050.58			8.03%
PIMCO DIVERSIFIED INCOME FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,645,159.91			7.67%

181

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO DIVERSIFIED INCOME FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		1,114,495.07			5.20%
PIMCO DIVERSIFIED INCOME FUND	Administrative	**	VANGUARD FIDUCIARY TRUST CO, 100 VANGUARD BLVD VM-613, OUTSIDE FUNDS, MALVERN PA 19355-2331		486,490.58	*		78.65%
PIMCO DIVERSIFIED INCOME FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		88,148.52			14.25%
PIMCO DIVERSIFIED INCOME FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		125,209.01			21.38%
PIMCO DIVERSIFIED INCOME FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		107,128.53			18.29%
PIMCO DIVERSIFIED INCOME FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		62,585.06			10.69%
PIMCO DIVERSIFIED INCOME FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		58,838.44			10.05%
PIMCO DIVERSIFIED INCOME FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		56,116.54			9.58%
PIMCO DIVERSIFIED INCOME FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		32,534.17			5.56%

182

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO DIVERSIFIED INCOME FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,351,383.71		16.00%
PIMCO DIVERSIFIED INCOME FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,241,385.43		15.25%
PIMCO DIVERSIFIED INCOME FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,342,843.95		9.14%
PIMCO DIVERSIFIED INCOME FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		992,510.23		6.75%
PIMCO DIVERSIFIED INCOME FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		984,553.32		6.70%
PIMCO DIVERSIFIED INCOME FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		899,276.17		6.12%
PIMCO DIVERSIFIED INCOME FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		892,453.00		6.07%
PIMCO DIVERSIFIED INCOME FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		775,471.93		5.28%

183

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO DIVERSIFIED INCOME FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		4,278,406.47	*		44.11%
PIMCO DIVERSIFIED INCOME FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,159,270.76	*		32.57%
PIMCO DIVERSIFIED INCOME FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,234,600.97			12.73%
PIMCO DIVERSIFIED INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		99,433,262.15			23.19%
PIMCO DIVERSIFIED INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		85,877,973.65			20.03%
PIMCO DIVERSIFIED INCOME FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		39,546,999.53			9.22%
PIMCO DIVERSIFIED INCOME FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		31,552,655.51			7.36%
PIMCO DIVERSIFIED INCOME FUND	Institutional	**	JP MORGAN CHASE NOMINEES, AUSTRALIA ACF - FUNDS SA, ATTN MANAGED FUNDS, LEVEL 18 JP MORGAN HOUSE, 85 CASTLEREAGH ST, SYDNEY NSW AUSTRALIA 2000		30,938,398.86			7.21%
PIMCO DIVERSIFIED INCOME FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,047,143.49	*		29.77%

184

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO DIVERSIFIED INCOME FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,914,165.67	*		27.83%
PIMCO DIVERSIFIED INCOME FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,188,759.26			17.28%
PIMCO DIVERSIFIED INCOME FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		959,615.38			13.95%
PIMCO DIVERSIFIED INCOME FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		551,646.80			8.02%
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	Administrative	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,113.59	*		100.00%
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		292,368,567.93	*		53.15%
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		195,992,791.65	*		35.63%
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	Institutional		PIMCO EM FUNDAMENTAL INDEXPLUS TR, STRATEGY FUND - MEVP, 2501 COOLIDGE RD STE 400, EAST LANSING MI 48823-6352		48,120,824.64			8.75%
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	P	**	LPL FBO LPL CUSTOMERS, ATTN MUTUAL FUND OPERATIONS, 1 BEACON ST FL 22, BOSTON MA 02108-3106		86,836.12	*		59.79%

185

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EM FUNDAMENTAL INDEXPLUS TR FUND	P	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		56,178.86	*		38.68%
PIMCO EMERGING LOCAL BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		7,738,814.82			16.30%
PIMCO EMERGING LOCAL BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		6,837,142.29			14.40%
PIMCO EMERGING LOCAL BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		4,171,091.96			8.79%
PIMCO EMERGING LOCAL BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,036,567.99			8.50%
PIMCO EMERGING LOCAL BOND FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		2,762,237.87			5.82%
PIMCO EMERGING LOCAL BOND FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		2,679,579.27			5.64%
PIMCO EMERGING LOCAL BOND FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,669,682.31	*		42.30%
PIMCO EMERGING LOCAL BOND FUND	Administrative	**	SEI PRIVATE TRUST COMPANY, FBO ID XXXXX, ONE FREEDOM VALLEY DR, OAKS PA 19456-9989		815,938.67			20.67%

186

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING LOCAL BOND FUND	Administrative	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT, OF IT’S CUSTOMERS, ATTN SERVICE TEAM, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		486,110.18			12.32%
PIMCO EMERGING LOCAL BOND FUND	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		245,446.64			6.22%
PIMCO EMERGING LOCAL BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		3,339,546.11			19.23%
PIMCO EMERGING LOCAL BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		3,190,930.75			18.38%
PIMCO EMERGING LOCAL BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,907,375.78			10.99%
PIMCO EMERGING LOCAL BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,828,274.11			10.53%
PIMCO EMERGING LOCAL BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,755,614.95			10.11%
PIMCO EMERGING LOCAL BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,147,702.19			6.61%
PIMCO EMERGING LOCAL BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		25,269,030.91	*		33.61%

187

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING LOCAL BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		23,219,536.73	*		30.89%
PIMCO EMERGING LOCAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		13,004,293.88			17.30%
PIMCO EMERGING LOCAL BOND FUND	D	**	GENWORTH FINANCIAL TRUST COMPANY, FBO GENWORTH FINANCIAL WEALTH, MANAGEMENT & MUTUAL FUND CLIENTS, FBO OTHER CUSTODIAL ACCOUNTS, 3200 NORTH CENTRAL AVENUE, PHOENIX AZ 85012-2468		6,891,607.92			9.17%
PIMCO EMERGING LOCAL BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		4,058,109.56			5.40%
PIMCO EMERGING LOCAL BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		217,441,187.44			21.96%
PIMCO EMERGING LOCAL BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		214,019,518.92			21.61%
PIMCO EMERGING LOCAL BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		163,987,078.03			16.56%

188

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING LOCAL BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		142,913,448.81			14.43%
PIMCO EMERGING LOCAL BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		28,325,380.18	*		31.07%
PIMCO EMERGING LOCAL BOND FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		14,243,648.04			15.62%
PIMCO EMERGING LOCAL BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		14,186,957.69			15.56%
PIMCO EMERGING LOCAL BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		7,645,261.77			8.38%
PIMCO EMERGING LOCAL BOND FUND	P	**	ATTN MUTUAL FUND OPS, MAC & CO A/C XXXXX, PO BOX 3198, PITTSBURGH PA 15230-3198		5,700,511.25			6.25%
PIMCO EMERGING LOCAL BOND FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		5,221,332.45			5.73%
PIMCO EMERGING MARKETS BOND FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		19,015,382.67	*		31.77%
PIMCO EMERGING MARKETS BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		8,254,450.82			13.79%

189

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		5,735,795.08			9.58%
PIMCO EMERGING MARKETS BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		4,928,437.22			8.23%
PIMCO EMERGING MARKETS BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		3,306,764.79			5.53%
PIMCO EMERGING MARKETS BOND FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		496,217.42	*		26.47%
PIMCO EMERGING MARKETS BOND FUND	Administrative	**	TRUST COMPANY OF AMERICA, FBO XXXXX, PO BOX 6503, ENGLEWOOD CO 80155-6503		398,442.59			21.25%
PIMCO EMERGING MARKETS BOND FUND	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		334,704.28			17.85%
PIMCO EMERGING MARKETS BOND FUND	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		252,939.63			13.49%
PIMCO EMERGING MARKETS BOND FUND	Administrative	**	STRAFE & CO, FBO DMP CAPITAL MANAGEMENT LLC, XXXXX, PO BOX 6924, NEWARK DE 19714-6924		155,279.78			8.28%
PIMCO EMERGING MARKETS BOND FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		120,268.83			20.11%
PIMCO EMERGING MARKETS BOND FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		93,845.69			15.69%

190

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS BOND FUND	B	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		92,428.32		15.45%
PIMCO EMERGING MARKETS BOND FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		68,666.15		11.48%
PIMCO EMERGING MARKETS BOND FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		64,692.14		10.82%
PIMCO EMERGING MARKETS BOND FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		37,877.72		6.33%
PIMCO EMERGING MARKETS BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,701,411.72		15.40%
PIMCO EMERGING MARKETS BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,664,408.45		15.19%
PIMCO EMERGING MARKETS BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		2,371,398.76		13.52%
PIMCO EMERGING MARKETS BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,954,817.44		11.15%
PIMCO EMERGING MARKETS BOND FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,518,646.01		8.66%

191

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,368,512.23			7.80%
PIMCO EMERGING MARKETS BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,055,550.84			6.02%
PIMCO EMERGING MARKETS BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		15,343,608.71	*		43.73%
PIMCO EMERGING MARKETS BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		9,652,149.09	*		27.51%
PIMCO EMERGING MARKETS BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		2,830,348.50			8.07%
PIMCO EMERGING MARKETS BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,391,906.69			6.82%
PIMCO EMERGING MARKETS BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		129,790,155.66	*		28.72%
PIMCO EMERGING MARKETS BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		108,099,170.59			23.92%

192

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS BOND FUND	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		41,980,077.24			9.29%
PIMCO EMERGING MARKETS BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		41,797,564.59			9.25%
PIMCO EMERGING MARKETS BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		26,329,204.28			5.83%
PIMCO EMERGING MARKETS BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		11,242,952.27	*		35.98%
PIMCO EMERGING MARKETS BOND FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		6,156,314.33			19.70%
PIMCO EMERGING MARKETS BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		4,494,085.52			14.38%
PIMCO EMERGING MARKETS BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,879,495.54			12.41%
PIMCO EMERGING MARKETS BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		2,358,402.58			7.55%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,806.41	*		56.79%

193

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS CORPORATE BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		2,577.18			16.62%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		1,583.52			10.21%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	A	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		935.55			6.03%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	A		CYNTHIA S FAHNESTOCK, 113 OAK HILL DR, SMYRNA TN 37167-4905		846.74			5.46%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,819.72	*		35.96%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		1,337.75	*		26.44%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		931.30			18.41%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		531.74			10.51%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		306.63			6.06%

194

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS CORPORATE BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,741.13	*		70.66%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		1,272.74			15.66%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	D	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		935.57			11.51%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	Institutional	**	STATE STREET KANSAS CITY FBO, PIMCO GLOBAL MULTI-ASSET FND, ATTN: CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		19,854,439.79	*		60.76%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	Institutional	**	STATE STREET BANK FBO, PVIT GLOBAL MULTI ASSET PORT, 801 PENNSYLVANIA AVE, ATTN CHUCK NIXON, KANSAS CITY MO 64105-1307		5,733,372.60			17.55%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		1,979,763.21			6.06%
PIMCO EMERGING MARKETS CORPORATE BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,733,950.35			5.31%
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,850,390.38			22.26%
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,575,329.04			12.30%

195

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,567,916.05			12.25%
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,057,416.86			8.26%
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		948,817.59			7.41%
PIMCO EMERGING MARKETS CURRENCY FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		702,394.20			5.49%
PIMCO EMERGING MARKETS CURRENCY FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,176,356.03	*		92.94%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		890,909.28			15.65%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		824,305.86			14.48%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		743,777.44			13.06%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		719,249.73			12.63%

196

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		563,389.01			9.90%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		469,181.54			8.24%
PIMCO EMERGING MARKETS CURRENCY FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		420,820.25			7.39%
PIMCO EMERGING MARKETS CURRENCY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		6,460,775.29	*		43.81%
PIMCO EMERGING MARKETS CURRENCY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,075,681.19	*		34.42%
PIMCO EMERGING MARKETS CURRENCY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,285,712.96			8.72%
PIMCO EMERGING MARKETS CURRENCY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		255,797,219.26	*		40.90%
PIMCO EMERGING MARKETS CURRENCY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		221,449,773.56	*		35.41%

197

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EMERGING MARKETS CURRENCY FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		37,117,059.79			5.94%
PIMCO EMERGING MARKETS CURRENCY FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		3,799,134.14	*		40.09%
PIMCO EMERGING MARKETS CURRENCY FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		1,462,291.67			15.43%
PIMCO EMERGING MARKETS CURRENCY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		713,152.02			7.52%
PIMCO EMERGING MARKETS CURRENCY FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		623,428.94			6.58%
PIMCO EMERGING MARKETS CURRENCY FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		483,217.02			5.10%
EXTENDED DURATION FUND	Institutional		REED ELSEVIER US RETIREMENT PLAN, ATTN LYNN FORMICA, 2 NEWTON PL STE 350, NEWTON MA 02458-1643		8,645,663.42	*		32.72%
PIMCO EXTENDED DURATION FUND	Institutional	**	MAC & CO A/C XXXXX, ATTN MUTUAL FUND OPS, PO BOX 3198, PITTSBURGH PA 15230-3198		4,333,003.74			16.40%
PIMCO EXTENDED DURATION FUND	Institutional	**	DINGLE & CO, C/O COMERICA BANK, ATTN XXXXX MUTUAL FUNDS, PO BOX 75000, DETROIT MI 48275-0001		3,296,765.36			12.48%

198

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO EXTENDED DURATION FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,780,280.70			6.74%
PIMCO EXTENDED DURATION FUND	Institutional	**	SEI PRIVATE TRUST COMPANY C/O, UNION BANK OF CALIFORNIA ID XXXXX, FBO XXXXX, 1 FREEDOM VALLEY DR, OAKS PA 19456-9989		1,676,244.91			6.34%
PIMCO EXTENDED DURATION FUND	Institutional	**	MAC & CO A/C XXXXX, ATTN MUTUAL FUND OPS, PO BOX 3198, PITTSBURGH PA 15230-3198		1,568,134.22			5.94%
PIMCO EXTENDED DURATION FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		6,003,267.78	*		81.32%
PIMCO EXTENDED DURATION FUND	P	**	MASSACHUSETTS MUTUAL INSURANCE, COMPANY, ATTN RS FUNDS OPERATIONS MIP XXXXX, 1295 STATE ST, SPRINGFIELD MA 01111-0001		778,378.45			10.54%
PIMCO EXTENDED DURATION FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		486,632.49			6.59%
PIMCO FLOATING INCOME FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,627,674.31			16.64%
PIMCO FLOATING INCOME FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,054,829.17			13.01%
PIMCO FLOATING INCOME FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,793,793.95			11.36%

199

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FLOATING INCOME FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,735,385.80			10.99%
PIMCO FLOATING INCOME FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,328,360.15			8.41%
PIMCO FLOATING INCOME FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,225,307.48			7.76%
PIMCO FLOATING INCOME FUND	Administrative	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		9,670.94	*		49.64%
PIMCO FLOATING INCOME FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		9,488.82	*		48.71%
PIMCO FLOATING INCOME FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,194,899.24			12.74%
PIMCO FLOATING INCOME FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,182,815.32			12.62%
PIMCO FLOATING INCOME FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,089,351.24			11.62%
PIMCO FLOATING INCOME FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		985,046.02			10.51%

200

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FLOATING INCOME FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		976,000.32			10.41%
PIMCO FLOATING INCOME FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		808,451.16			8.62%
PIMCO FLOATING INCOME FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		5,366,851.98	*		75.91%
PIMCO FLOATING INCOME FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		800,679.27			11.32%
PIMCO FLOATING INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		220,481,261.21	*		55.76%
PIMCO FLOATING INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		147,092,101.74	*		37.20%
PIMCO FLOATING INCOME FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		601,165.90			20.58%
PIMCO FLOATING INCOME FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		452,901.26			15.50%

201

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO FLOATING INCOME FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		445,150.38		15.24%
PIMCO FLOATING INCOME FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		423,025.07		14.48%
PIMCO FLOATING INCOME FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		406,309.03		13.91%
PIMCO FLOATING INCOME FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		312,354.95		10.69%
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		8,176,606.96		21.62%
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		5,006,712.01		13.24%
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		4,657,918.69		12.32%
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,583,061.56		9.48%
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,959,285.01		7.83%

202

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (UNHEDGED)	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		2,896,064.35			7.66%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,006,808.79	*		63.66%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Administrative	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		340,082.70			21.50%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Administrative	**	CHARLES SCHWAB & CO SPECIAL CUSTODY, ACCT FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMERS, ATTN: CAROL WU/MUTUAL FUND OPS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		85,964.76			5.44%
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,950,000.12			21.81%
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,370,050.46			15.32%
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		928,835.62			10.39%
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		814,893.30			9.11%
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		792,875.84			8.87%

203

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (UNHEDGED)	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		713,334.59			7.98%
PIMCO FOREIGN BOND FUND (UNHEDGED)	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		29,456,739.65	*		51.53%
PIMCO FOREIGN BOND FUND (UNHEDGED)	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		17,408,240.75	*		30.45%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		71,989,155.17			21.30%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		58,071,124.68			17.18%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		43,125,804.68			12.76%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		36,957,130.23			10.94%
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		26,456,798.76			7.83%

204

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (UNHEDGED)	Institutional	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE, BENEFIT OF ITS CUSTOMERS, ATTN: SERVICE TEAM, 4800 DEER LAKE DRIVE EAST 3RD FL, JACKSONVILLE FL 32246-6484		26,401,504.83		7.81%
PIMCO FOREIGN BOND FUND (UNHEDGED)	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		3,238,890.41		22.22%
PIMCO FOREIGN BOND FUND (UNHEDGED)	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		2,967,967.00		20.36%
PIMCO FOREIGN BOND FUND (UNHEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,543,241.54		17.45%
PIMCO FOREIGN BOND FUND (UNHEDGED)	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		1,944,080.59		13.34%
PIMCO FOREIGN BOND FUND (UNHEDGED)	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,247,145.63		8.56%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		9,280,188.94		23.47%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		5,757,531.64		14.56%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		4,319,431.85		10.92%

205

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,785,481.22			9.57%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,615,565.67			9.14%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		3,114,559.89			7.88%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Administrative	**	CHARLES SCHWAB & CO SPECIAL CUSTODY, ACCT FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMERS, ATTN: CAROL WU/MUTUAL FUND OPS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		882,206.35	*		35.53%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		622,515.90	*		25.07%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Administrative	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT REINV/REINV, PO BOX 1533, MINNEAPOLIS MN 55479-1533		505,055.95			20.34%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Administrative	**	COMMUNITY BANK NA AS CUSTODIAN, FBO UBS PR CLIENTS, ATTN BENEFIT PLAN ADMINISTRATORS, 6 RHOADS DR, UTICA NY 13502-6317		133,407.02			5.37%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		20,811.83	*		26.38%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		11,046.76			14.00%

206

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		10,689.17		13.55%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		6,610.65		8.38%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B		EDWARD M GROSS &, LINDA S GROSS JTWROS, 907 S CAROLINE ST, BALTIMORE MD 21231-3344		4,387.37		5.56%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,115.73		5.22%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		632,380.17		13.97%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		609,140.27		13.46%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		547,371.81		12.10%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		452,213.68		9.99%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		377,909.64		8.35%

207

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		338,497.05			7.48%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		19,530,317.55	*		65.00%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,386,434.95			17.93%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		115,632,727.93	*		34.18%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		97,476,579.27	*		28.82%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		52,954,607.57			15.65%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		38,592,150.74	*		64.47%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		9,994,783.67			16.70%

208

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		5,704,503.46			9.53%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	R	**	UMB BANK NA, FIDUCIARY FOR VARIOUS TAX DEFERRED, ACCOUNTS, ATTN FINANCE DEPARTMENT, 1 SW SECURITY BENEFIT PL, TOPEKA KS 66636-1000		603,213.85	*		33.73%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	R	**	UMB BANK N/A, FIDUCIARY FOR TAX DEFERRED A/C’S, 1 SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000		332,909.64			18.61%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	R	**	SECURITY BENEFIT LIFE INS CO, SBL VARIABLE ANNUITY ACCOUNT XIV, ATTN FINANCE DEPARTMENT, 1 SW SECURITY BENEFIT PL, TOPEKA KS 66636-1000		320,004.92			17.89%
PIMCO FOREIGN BOND FUND (US DOLLAR HEDGED)	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		174,999.24			9.78%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		2,530,891.66			18.94%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,710,993.38			12.80%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,617,644.12			12.11%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,352,846.05			10.12%

209

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		842,561.82			6.31%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,140,685.42			22.59%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		549,032.48			10.87%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		443,464.97			8.78%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		419,441.87			8.31%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		339,735.77			6.73%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,195,682.49	*		27.67%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,071,537.93	*		26.11%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,257,800.71			15.85%

210

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		777,071.53			9.79%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		147,758,961.49	*		56.01%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		79,623,139.67	*		30.18%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		16,947,225.53			6.42%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	P	**	SALOMON SMITH BARNEY, 333 W 34TH ST, NEW YORK NY 10001-2417		2,484,641.97	*		30.99%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		2,478,814.70	*		30.92%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,090,810.74			13.60%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		801,272.29			9.99%
PIMCO FUNDAMENTAL ADVANTAGE TOTAL RETURN FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		650,572.76			8.11%

211

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,399,962.41			18.08%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		1,613,919.86			8.58%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		1,559,735.56			8.29%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,479,992.86			7.87%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,455,551.58			7.74%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		960,376.93			5.11%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		551,076.39	*		95.13%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,184,945.39			15.11%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,099,178.54			14.02%

212

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		682,687.73			8.71%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		625,890.77			7.98%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		616,921.90			7.87%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		411,671.94			5.25%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		12,828,938.74	*		62.48%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		5,020,941.09			24.46%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional		THE UCLA FOUNDATION, ATTN: JULIE SINA, 10920 WILSHIRE BLVD STE 900, LOS ANGELES CA 90024-6506		23,062,167.14	*		32.03%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		16,687,670.62			23.18%

213

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		7,620,949.53			10.59%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		6,527,513.07			9.07%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		4,569,568.45			6.35%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		3,659,369.31			5.08%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,775,550.75	*		26.97%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		1,414,012.27			21.47%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		1,218,990.58			18.51%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		571,797.94			8.68%
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		540,563.25			8.21%

214

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO FUNDAMENTAL INDEXPLUS TR FUND	P	**	RELIANCE TR CO FBO XXXXX, PO BOX 48529, ATLANTA GA 30362-1529		478,755.61			7.27%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,823,231.21	*		27.71%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,224,699.90			23.37%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		1,184,828.13			8.59%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,099,182.47			7.97%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		551,873.82			16.02%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		476,120.33			13.82%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		393,023.70			11.41%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		390,351.39			11.33%

215

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		371,858.42			10.79%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		174,750.63			5.07%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		3,828,288.06	*		45.45%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,329,316.79	*		39.53%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		84,576,877.25			21.86%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		56,965,281.02			14.73%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		37,168,017.29			9.61%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	Institutional	**	NORTHERN TRUST CO FBO, TRINITY HEALTH, 801 S CANAL ST # C1-N, CHICAGO IL 60607-4715		33,154,521.80			8.57%

216

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,081,442.07	*		38.76%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		1,051,738.71			19.59%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		994,656.77			18.52%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		561,803.94			10.46%
PIMCO GLOBAL ADVANTAGE STRATEGY BOND FUND	R	**	ING NATIONAL TRUST, 1 ORANGE WAY, WINDSOR CT 06095-4773		541,625.34	*		91.39%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Administrative	**	JOHN HANCOCK LIFE INS CO (USA), ATTN LIZ SEELEY, RPS SEG FUNDS/ACCOUNTING XXXXX, 601 CONGRESS ST, BOSTON MA 02210-2804		19,643,625.12	*		83.45%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,652,502.20			7.02%
PIMCO GLOBAL BOND FUND (UNHEDGED)	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,454,404.89	*		44.70%
PIMCO GLOBAL BOND FUND (UNHEDGED)	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,305,100.88	*		41.98%

217

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL BOND FUND (UNHEDGED)	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		27,249,816.29	*		29.97%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		8,890,389.19			9.78%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Institutional	**	STATE STREET KANSAS CITY FBO, PIMCO GLOBAL MULTI-ASSET FND, ATTN: CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		8,591,515.23			9.45%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Institutional	**	BLUE CROSS & BLUE SHIELD OF, MASSACHUSETTS HMO BLUE INC, ATTN MICHAEL CROWLEY, LANDMARK CENTER, 401 PARK DR, BOSTON MA 02215-3325		7,039,873.71			7.74%
PIMCO GLOBAL BOND FUND (UNHEDGED)	Institutional	**	BLUE CROSS BLUE SHIELD OF, MASSACHUSETTS INC INDEMNITY, ATTN MICHAEL CROWLEY, LANDMARK CENTER TREASURY 01/07, 401 PARK DR, BOSTON MA 02215-3326		6,638,909.54			7.30%
PIMCO GLOBAL BOND FUND (UNHEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		74,058.68	*		77.77%
PIMCO GLOBAL BOND FUND (UNHEDGED)	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		10,081.17			10.59%
PIMCO GLOBAL BOND FUND (UNHEDGED)	P	**	ROBERT W BAIRD & CO INC, A/C XXXXX, 777 EAST WISCONSIN AVENUE, MILWAUKEE WI 53202-5391		4,991.31			5.24%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		865,088.51			16.45%

218

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		588,569.40			11.19%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		493,183.53			9.38%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		488,767.03			9.29%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		377,391.47			7.18%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		291,773.63			5.55%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		118,515.03	*		62.06%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		27,737.30			14.52%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Administrative	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		14,065.08			7.36%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Administrative	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		11,917.46			6.24%

219

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Administrative		GOODMAN REAL ESTATE LIMITED, PARTNERSHIP, 4711 GOLF RD STE 1000, SKOKIE IL 60076-1235		10,496.87		5.50%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		7,273.44		13.13%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		6,177.13		11.15%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		6,111.57		11.04%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		5,607.05		10.12%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		5,536.57		10.00%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		4,109.81		7.42%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		3,079.78		5.56%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		391,939.73		17.34%

220

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		356,297.94		15.76%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		233,517.93		10.33%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		159,832.46		7.07%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		154,275.84		6.82%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		134,861.54		5.96%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		132,222.92		5.85%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		6,308,618.98		24.29%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Institutional	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		5,269,209.05		20.29%

221

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,909,585.76		15.05%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	Institutional		RAM IIC INC, 76 ST PAUL STREET SUITE 500, BURLINGTON VT 05401-4477		2,915,740.81		11.23%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		394,664.56		22.22%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		266,361.08		15.00%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		265,681.78		14.96%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		264,848.19		14.91%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P		C/O BESSEMER TRUST CO, NAIDOT & CO, FBO A & G LIDDIARD JTWROS CUSTODY, 100 WOODBRIDGE CENTER DR, WOODBRIDGE NJ 07095-1162		191,282.17		10.77%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		155,279.44		8.74%
PIMCO GLOBAL BOND FUND (US DOLLAR HEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		154,893.13		8.72%

222

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL MULTI-ASSET FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		19,509,930.86			20.36%
PIMCO GLOBAL MULTI-ASSET FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		14,165,864.58			14.78%
PIMCO GLOBAL MULTI-ASSET FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		14,151,694.22			14.77%
PIMCO GLOBAL MULTI-ASSET FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		11,722,412.32			12.23%
PIMCO GLOBAL MULTI-ASSET FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,888,472.59			9.28%
PIMCO GLOBAL MULTI-ASSET FUND	Administrative	**	WILMINGTON TRUST RISC AS TTEE FBO, PECHANGA BAND OF LUISENO INDIANS, DEF PER CAPITA SAVINGS PLAN, PO BOX 52129, PHOENIX AZ 85072-2129		170,478.15	*		90.59%
PIMCO GLOBAL MULTI-ASSET FUND	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		13,569.23			7.21%
PIMCO GLOBAL MULTI-ASSET FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		23,856,946.78	*		29.86%
PIMCO GLOBAL MULTI-ASSET FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,442,077.03			10.57%

223

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL MULTI-ASSET FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,105,895.79			10.15%
PIMCO GLOBAL MULTI-ASSET FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		7,379,739.48			9.24%
PIMCO GLOBAL MULTI-ASSET FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		5,201,242.99			6.51%
PIMCO GLOBAL MULTI-ASSET FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,885,792.79			6.12%
PIMCO GLOBAL MULTI-ASSET FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		9,321,961.58	*		45.42%
PIMCO GLOBAL MULTI-ASSET FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		6,725,449.43	*		32.77%
PIMCO GLOBAL MULTI-ASSET FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,368,528.62			11.54%
PIMCO GLOBAL MULTI-ASSET FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		70,320,435.34	*		33.87%

224

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL MULTI-ASSET FUND	Institutional	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE, BENEFIT OF ITS CUSTOMERS, ATTN: SERVICE TEAM, 4800 DEER LAKE DRIVE EAST 3RD FL, JACKSONVILLE FL 32246-6484		29,635,999.74			14.27%
PIMCO GLOBAL MULTI-ASSET FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		24,545,162.23			11.82%
PIMCO GLOBAL MULTI-ASSET FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		17,573,759.45			8.46%
PIMCO GLOBAL MULTI-ASSET FUND	Institutional		SCREEN ACTORS GUILD-PRODUCERS, PENSION PLAN, 3601 W OLIVE AVE STE 200, BURBANK CA 91505-4697		12,091,572.36			5.82%
PIMCO GLOBAL MULTI-ASSET FUND	Institutional	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		11,278,978.09			5.43%
PIMCO GLOBAL MULTI-ASSET FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		39,068,411.63	*		44.34%
PIMCO GLOBAL MULTI-ASSET FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		14,676,162.11			16.66%
PIMCO GLOBAL MULTI-ASSET FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		14,233,768.21			16.15%
PIMCO GLOBAL MULTI-ASSET FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		7,962,603.29			9.04%

225

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GLOBAL MULTI-ASSET FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		5,433,793.81			6.17%
PIMCO GLOBAL MULTI-ASSET FUND	R	**	ING NATIONAL TRUST, 1 ORANGE WAY, WINDSOR CT 06095-4773		1,151,464.09	*		65.57%
PIMCO GLOBAL MULTI-ASSET FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		132,305.19			7.53%
PIMCO GLOBAL MULTI-ASSET FUND	R	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		90,761.85			5.17%
PIMCO GNMA FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		9,747,787.64			16.10%
PIMCO GNMA FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		6,860,917.82			11.33%
PIMCO GNMA FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		5,127,672.06			8.47%
PIMCO GNMA FUND	A	**	DCGT AS TTEE AND/OR CUST, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		3,920,112.95			6.48%
PIMCO GNMA FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		3,748,304.26			6.19%

226

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GNMA FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		232,926.42	*		27.22%
PIMCO GNMA FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		135,691.63			15.86%
PIMCO GNMA FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		117,350.68			13.71%
PIMCO GNMA FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		88,864.79			10.39%
PIMCO GNMA FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		84,364.60			9.86%
PIMCO GNMA FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		4,592,014.04			17.64%
PIMCO GNMA FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,020,622.97			11.60%
PIMCO GNMA FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,806,654.07			10.78%
PIMCO GNMA FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		2,620,811.47			10.07%

227

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GNMA FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		2,223,792.16			8.54%
PIMCO GNMA FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		11,594,212.34	*		45.72%
PIMCO GNMA FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		7,548,027.58	*		29.76%
PIMCO GNMA FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,474,876.43			13.70%
PIMCO GNMA FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		16,646,806.69	*		27.97%
PIMCO GNMA FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		11,406,447.06			19.17%
PIMCO GNMA FUND	Institutional	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		9,317,315.93			15.66%
PIMCO GNMA FUND	Institutional		WESTAT INC, 1600 RESEARCH BLVD, ROCKVILLE MD 20850-3129		4,486,971.10			7.54%
PIMCO GNMA FUND	Institutional	**	MITRA & CO FBO NG, C/O MARSHALL & IISLEY TRUST COMPANY, 11270 WEST PARK PLACE, SUITE 400 - ATTN MUTUAL FUNDS, MILWAUKEE WI 53224-3638		3,998,845.55			6.72%

228

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GNMA FUND	Institutional	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		3,742,516.37			6.29%
PIMCO GNMA FUND	Institutional	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,249,489.82			5.46%
PIMCO GNMA FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,549,624.50	*		32.45%
PIMCO GNMA FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,822,332.26	*		25.80%
PIMCO GNMA FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		1,668,537.91			15.25%
PIMCO GNMA FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		556,575.25			5.09%
PIMCO GOVERNMENT MONEY MARKET FUND	A	**	AMERITRADE INC FBO XXXXX, PO BOX 2226, OMAHA NE 68103-2226		1,000,279.16			18.14%
PIMCO GOVERNMENT MONEY MARKET FUND	A	**	ING NATIONAL TRUST, 151 FARMINGTON AVE, HARTFORD CT 06156-0001		902,364.57			16.36%
PIMCO GOVERNMENT MONEY MARKET FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		840,798.06			15.25%
PIMCO GOVERNMENT MONEY MARKET FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		442,955.45			8.03%

229

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GOVERNMENT MONEY MARKET FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		356,570.83			6.47%
PIMCO GOVERNMENT MONEY MARKET FUND	A		EMJAY CORP TTEE FBO, FASCORE LLC RETIREMENT PLANS, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		302,517.02			5.49%
PIMCO GOVERNMENT MONEY MARKET FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		516,989.55	*		28.30%
PIMCO GOVERNMENT MONEY MARKET FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		276,219.55			15.12%
PIMCO GOVERNMENT MONEY MARKET FUND	C	**	CLEARVIEW IRA CUST FBO, PATRICK C LONG, PO BOX 117, ASH NC 28420-0117		249,092.70			13.63%
PIMCO GOVERNMENT MONEY MARKET FUND	M	**	STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE OF DELPHI CORPORATION, SAVINGS TRUST, 1200 CROWN COLONY DR, QUINCY MA 02169-0938		85,402,124.39	*		28.17%
PIMCO GOVERNMENT MONEY MARKET FUND	M		THE J PAUL GETTY TRUST, 1200 GETTY CENTER DRIVE, LOS ANGELES CA 90049-1681		50,007,314.01			16.50%
PIMCO GOVERNMENT MONEY MARKET FUND	M	**	CHARLES SCHWAB TRUST CO TTEE, ALLIANZ DRESDNER 401K SAVINGS PLAN XXXXX, 2423 E LINCOLN DR, PHOENIX AZ 85016-1215		46,972,949.14			15.50%
PIMCO GOVERNMENT MONEY MARKET FUND	M	**	WELLS FARGO BANK NA FBO, MARIN COMMUNITY FOUNDATION, PO BOX 1533, MINNEAPOLIS MN 55480-1533		26,719,591.36			8.81%

230

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO GOVERNMENT MONEY MARKET FUND	P	**	MID ATLANTIC TR CO FBO, BLOCK BUYING GROUP LLC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		1,392,638.61	*		52.65%
PIMCO GOVERNMENT MONEY MARKET FUND	P	**	MID ATLANTIC TR CO FBO, KING FISH INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		558,382.59			21.11%
PIMCO GOVERNMENT MONEY MARKET FUND	P		JAMES F MILLER FBO, COMPRESSED AIR SPECIALISTS COM 401K, PSP & TR, 370 MEADOWLANDS BLVD, WASHINGTON PA 15301-8905		246,452.16			9.32%
PIMCO HIGH YIELD FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		16,104,526.87			12.02%
PIMCO HIGH YIELD FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		12,562,490.55			9.37%
PIMCO HIGH YIELD FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		10,871,038.48			8.11%
PIMCO HIGH YIELD FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		10,713,984.85			7.99%
PIMCO HIGH YIELD FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		9,589,602.02			7.16%
PIMCO HIGH YIELD FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		8,210,672.03			6.13%

231

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		62,918,970.22	*		63.33%
PIMCO HIGH YIELD FUND	Administrative	**	VANTAGE TRUST- NAV, ATTN: OUTSIDE MUTUAL FUNDS GROUP, 777 N CAPITOL ST NE STE 600, WASHINGTON DC 20002-4290		10,338,735.46			10.41%
PIMCO HIGH YIELD FUND	Administrative	**	VANTAGE TRUST- UNITIZED, ATTN: OUTSIDE MUTUAL FUNDS GROUP, 777 N CAPITOL ST NE STE 600, WASHINGTON DC 20002-4290		7,525,728.81			7.57%
PIMCO HIGH YIELD FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		461,264.54	*		25.49%
PIMCO HIGH YIELD FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		280,413.63			15.50%
PIMCO HIGH YIELD FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		206,152.26			11.39%
PIMCO HIGH YIELD FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		134,423.80			7.43%
PIMCO HIGH YIELD FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		130,378.72			7.20%
PIMCO HIGH YIELD FUND	B	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		96,799.88			5.35%

232

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		12,399,531.96			19.15%
PIMCO HIGH YIELD FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		10,942,075.06			16.90%
PIMCO HIGH YIELD FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		6,239,580.12			9.64%
PIMCO HIGH YIELD FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		5,288,033.38			8.17%
PIMCO HIGH YIELD FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,855,195.33			7.50%
PIMCO HIGH YIELD FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		4,139,414.18			6.39%
PIMCO HIGH YIELD FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,862,161.68			5.96%
PIMCO HIGH YIELD FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		35,527,948.53	*		47.03%

233

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		22,084,661.17	*		29.23%
PIMCO HIGH YIELD FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		5,575,129.73			7.38%
PIMCO HIGH YIELD FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		374,847,132.42	*		25.06%
PIMCO HIGH YIELD FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		253,310,673.14			16.94%
PIMCO HIGH YIELD FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		241,826,419.04			16.17%
PIMCO HIGH YIELD FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN; MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		172,417,758.86			11.53%
PIMCO HIGH YIELD FUND	Institutional	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE, BENEFIT OF ITS CUSTOMERS, ATTN: SERVICE TEAM, 4800 DEER LAKE DRIVE EAST 3RD FL, JACKSONVILLE FL 32246-6484		80,745,742.16			5.40%
PIMCO HIGH YIELD FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		18,354,236.24	*		32.33%

234

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		12,549,094.06			22.11%
PIMCO HIGH YIELD FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		5,224,864.17			9.20%
PIMCO HIGH YIELD FUND	P	**	ATTN MUTUAL FUND ADMINISTRATOR, C/O M&T BANK/WTC ID XXXXX, SEI PRIVATE TR CO, ONE FREEDOM VALLEY DRIVE, OAKS PA 19456-9989		4,302,426.74			7.58%
PIMCO HIGH YIELD FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		3,461,948.69			6.10%
PIMCO HIGH YIELD FUND	R	**	AMERICAN UNITED INSURANCE CO TTEE, GROUP RETIREMENT ANNUITY, PO BOX 368, INDIANAPOLIS IN 46206-0368		1,403,247.76	*		26.87%
PIMCO HIGH YIELD FUND	R	**	ING, ENHANCED K-CHOICE, TRUSTEE: RELIANCE TRUST COMPANY, 400 ATRIUM DRIVE, SOMERSET NJ 08873-4162		377,902.27			7.24%
PIMCO HIGH YIELD FUND	R	**	MASSACHUSETTES MUTUAL, LIFE INSURANCE CO, 1295 STATE STREET MIP N255, SPRINGFIELD MA 01111-0001		325,854.00			6.24%
PIMCO HIGH YIELD FUND	R	**	AMERICAN UNITED INSURANCE CO TTEE, UNIT INVESTMENT TRUST, PO BOX 368, INDIANAPOLIS IN 46206-0368		274,105.93			5.25%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		5,464,010.20	*		26.71%

235

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,247,698.79			15.88%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		2,499,906.75			12.22%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,359,080.27			11.53%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,356,010.08			6.63%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,135,714.20			5.55%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,967,747.22	*		27.57%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,049,632.94			14.71%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		760,046.94			10.65%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		756,105.60			10.59%

236

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD MUNICIPAL BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		595,558.38			8.35%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,442,895.91	*		38.75%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,280,679.68	*		34.40%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		690,181.83			18.54%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		8,064,998.89	*		66.20%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,032,361.96			16.68%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	Institutional		ERIC P SCHNEIDER, SUSAN B SCHNEIDER JTWROS, 7027 QUEENFERRY CIR, BOCA RATON FL 33496-5948		646,608.51			5.31%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,999,476.75	*		64.82%
PIMCO HIGH YIELD MUNICIPAL BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		761,795.94			24.70%

237

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO HIGH YIELD SPECTRUM FUND	A	**	TR CO OF AMERICA, FBO #XXXXX, PO BOX 6503, ENGLEWOOD CO 80155-6503		1,064,075.06	*		54.06%
PIMCO HIGH YIELD SPECTRUM FUND	A	**	TR CO OF AMERICA, FBO #XXXXX, PO BOX 6503, ENGLEWOOD CO 80155-6503		401,884.22			20.42%
PIMCO HIGH YIELD SPECTRUM FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		136,955.81			6.96%
PIMCO HIGH YIELD SPECTRUM FUND	C	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		161,396.21	*		58.20%
PIMCO HIGH YIELD SPECTRUM FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		25,287.68			9.12%
PIMCO HIGH YIELD SPECTRUM FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,791,780.92	*		87.36%
PIMCO HIGH YIELD SPECTRUM FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		265,275.99			8.30%
PIMCO HIGH YIELD SPECTRUM FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		68,049,388.41	*		52.96%
PIMCO HIGH YIELD SPECTRUM FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		50,652,538.75	*		39.42%
PIMCO HIGH YIELD SPECTRUM FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		351,020.26	*		89.80%

238

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INCOME FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		20,619,634.36			18.81%
PIMCO INCOME FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		13,782,295.39			12.57%
PIMCO INCOME FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		11,329,918.00			10.34%
PIMCO INCOME FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		10,668,495.79			9.73%
PIMCO INCOME FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		9,010,078.35			8.22%
PIMCO INCOME FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		6,965,916.18			6.35%
PIMCO INCOME FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		6,785,679.45			6.19%
PIMCO INCOME FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		6,009,399.34			5.48%
PIMCO INCOME FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		233,039.95	*		54.48%
PIMCO INCOME FUND	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		92,794.15			21.69%

239

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INCOME FUND	Administrative		ROBERT S MALIK &, LINDA A MALIK JT WROS, 1263 RICE AVE, CHESHIRE CT 06410-1344		40,096.50			9.37%
PIMCO INCOME FUND	Administrative	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		37,089.01			8.67%
PIMCO INCOME FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		17,870,600.15			23.87%
PIMCO INCOME FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,461,071.79			11.30%
PIMCO INCOME FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,459,897.51			11.30%
PIMCO INCOME FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		5,252,110.75			7.02%
PIMCO INCOME FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		4,919,943.97			6.57%
PIMCO INCOME FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		57,630,071.25	*		47.20%
PIMCO INCOME FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		49,165,690.03	*		40.27%

240

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		213,859,669.87	*		42.60%
PIMCO INCOME FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		122,956,751.88			24.49%
PIMCO INCOME FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		49,397,761.83			9.84%
PIMCO INCOME FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		49,312,759.92			9.82%
PIMCO INCOME FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		17,735,414.53	*		26.50%
PIMCO INCOME FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		16,991,753.56	*		25.39%
PIMCO INCOME FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		10,912,839.23			16.31%
PIMCO INCOME FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		9,975,893.96			14.91%
PIMCO INCOME FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		3,631,203.23			5.43%

241

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INCOME FUND	R	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		302,069.53	*		43.23%
PIMCO INCOME FUND	R	**	SAMMONS FINANCIAL NETWORK, 5801 SW 6TH AVE, TOPEKA KS 66636-1001		47,690.11			6.82%
PIMCO INCOME FUND	R	**	MG TR CO TTEE, HIGH POINT BANK & TR EMPLOYEE SVGS, 700 17TH STREET SUITE 300, DENVER CO 80202-3531		44,490.92			6.37%
PIMCO INCOME FUND	R	**	MID ATLANTIC TR CO FBO, CHARLES HART SEED CO 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		37,815.53			5.41%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	A	**	RELIANCE TRUST COMPANY FBO XXXXX, PO BOX 48529, ATLANTA GA 30362-1529		124,476.14	*		39.41%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		26,414.17			8.36%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		26,189.89			8.29%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	A	**	C/O PENSON FINANCIAL SERVICES, APEX CLEARING CORPORATION, FBO XXXXX, 1700 PACIFIC AVENUE SUITE 1400, DALLAS TX 75201-4607		20,470.83			6.48%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	A		JOHN COWAN, 4041 ROSES BROOK RD, HOBART NY 13788-2431		18,348.70			5.81%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		55,268.60	*		55.24%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	C		C FELIX CROSS III TTEE FBO, C FELIX CROSS III DEFINED BENEFIT, PROFIT SHARING PLAN, 9064 STUMPY RD, ASHLAND VA 23005-7822		8,194.84	8.19%

242

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	C	**	ROBERT W BAIRD & CO INC, A/C XXXXX, 777 EAST WISCONSIN AVENUE, MILWAUKEE WI 53202-5391		8,055.24			8.05%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		6,590.20			6.59%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		67,818.54	*		35.57%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	D	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, ATTN MUTUAL FUNDS DEPT 5TH FL, NEW YORK NY 10281-1003		55,052.71	*		28.88%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		12,059.81			6.33%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	D	**	VANGUARD BROKERAGE SERVICES, A/C XXXXX, PO BOX 1170, VALLEY FORGE PA 19482-1170		10,050.25			5.27%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	Institutional		WESTERN METAL INDUSTRY PENSION FUND, PO BOX 12068, SEATTLE WA 98102-0068		2,673,288.75	*		55.37%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	Institutional		CONCORDIA DISABILITY AND SURVIVOR, PLAN, 1333 S KIRKWOOD RD, SAINT LOUIS MO 63122-7226		506,585.61			10.49%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	Institutional	**	SEI PRIVATE TRUST CO, C/O STATE STREET ID XXXXX, ATTN MUTUAL FUND ADMIN, ONE FREEDOM VALLEY DR, OAKS PA 19456-9989		495,704.21			10.27%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	Institutional		CONCORDIA HEALTH PLAN, 1333 S KIRKWOOD RD, SAINT LOUIS MO 63122-7226		354,609.93			7.35%

243

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		305,717.30			6.33%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	P	**	STIFEL NICOLAUS & CO INC, 501 NORTH BROADWAY, SAINT LOUIS MO 63102-2188		13,496.51	*		43.03%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		9,614.79	*		30.65%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		7,235.85			23.07%
PIMCO INFLATION RESPONSE MULTI-ASSET FUND	R	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,013.75	*		100.00%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		152,994.80			17.06%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		98,078.13			10.94%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		87,954.09			9.81%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		71,704.64			8.00%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		56,034.12			6.25%

244

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	A	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		46,046.35			5.13%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	Administrative	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,787.38	*		100.00%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		57,984.73			17.13%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		39,263.60			11.60%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		19,439.84			5.74%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		18,578.17			5.49%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		17,389.73			5.14%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		987,006.84	*		55.41%

245

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		580,576.86	*		32.59%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	Institutional		PIMCO INTL STOCKS PLUS TR STRATEGY, FUND (UNHEDGED) - MEVQ, 2501 COOLIDGE RD STE 400, EAST LANSING MI 48823-6352		108,909,623.93	*		73.89%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		25,846,206.22			17.54%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		757,747.71	*		73.45%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		181,527.38			17.60%
PIMCO INTERNATIONAL STOCKSPLUS TR STRATEGY (UNHEDGED)	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		66,812.04			6.48%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		448,960.83			21.05%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		260,350.56			12.20%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		217,514.21			10.20%

246

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	FIIOC FBO, CARROLL INDEPENDENT FUEL COMPANY, 401(K) RETIREMENT PLAN XXXXX, 100 MAGELLAN WAY, COVINGTON KY 41015-1987		153,639.98		7.20%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		111,242.39		5.21%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		107,575.53		5.04%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		25,760.24		20.84%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		18,035.66		14.59%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		12,009.27		9.72%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		11,040.87		8.93%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		10,647.47		8.62%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B		WILLIAM D STRATHMANN TTEE, LESLIE M STRATHMANN TRUST U-W, FBO WILLIAM D STRATHMANN, DTD 04-03-96, PO BOX 548, CASCO ME 04015-0548		9,499.62		7.69%

247

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	B	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		7,929.76		6.42%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		156,538.53		17.45%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		110,981.94		12.37%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		68,305.73		7.62%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	JANNEY MONTGOMERY SCOTT LLC, EXCLUSIVE BENEFIT OF CUSTOMERS, 1801 MARKET ST, PHILADELPHIA PA 19103-1675		61,408.20		6.85%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		57,445.76		6.40%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		56,140.75		6.26%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		55,730.34		6.21%

248

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		52,809.31			5.89%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,353,932.26	*		42.81%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,086,698.18	*		34.36%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		165,665.50			5.24%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		7,246,895.24	*		41.28%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		5,314,765.61	*		30.27%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		6,841.63	*		48.84%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,049.18			21.77%

249

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,618.93			18.70%
PIMCO INT’L STOCKSPLUS TR STRATEGY (US DOLLAR HEDGED)	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,498.60			10.70%
PIMCO INTL’L FUNDAMENTAL INDEX+ TR STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		139,853,235.29	*		52.55%
PIMCO INTL’L FUNDAMENTAL INDEX+ TR STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		121,835,224.69	*		45.78%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		19,882,590.98			15.63%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		17,619,194.24			13.86%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		11,583,530.72			9.11%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		11,057,814.32			8.70%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		9,126,548.86			7.18%

250

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		8,547,667.13			6.72%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,199,791.62			6.45%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Administrative	**	GENWORTH FINANCIAL TRUST COMPANY, FBO GFWM & MUTUAL CLIENTS & FOR THE, BENEFIT OF OTHER CUST CLIENTS, 3200 N CENTRAL AVE STE 700, PHOENIX AZ 85012-2468		13,771,207.04	*		74.99%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Administrative	**	CHARLES SCHWAB & CO SPECIAL CUSTODY, ACCT FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMERS, ATTN: CAROL WU/MUTUAL FUND OPS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,180,297.91			6.43%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		15,346,525.83			22.35%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		9,658,567.84			14.07%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		9,038,885.04			13.17%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		6,664,246.18			9.71%

251

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		5,901,827.07			8.60%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		34,083,323.96	*		54.94%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		13,130,887.84			21.17%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		4,270,966.78			6.88%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		70,157,134.24			18.11%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		60,976,624.31			15.74%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		49,556,802.00			12.80%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		38,084,735.36			9.83%

252

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		13,774,101.92	*		33.38%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		7,888,361.96			19.11%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		6,952,224.44			16.85%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		5,583,198.23			13.53%
PIMCO INVESTMENT GRADE CORPORATE BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,352,689.52			8.12%
PIMCO LONG DURATION TOTAL RETURN FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		74,309,493.58			15.73%
PIMCO LONG DURATION TOTAL RETURN FUND	Institutional	**	JPM A/C XXXX AS DIRECTED TTEE FOR, THE ERNST & YOUNG DEF BENE RET PL, TR FUND ACCT, ATTN TOTAL REWARDS-BENEFITS, 200 PLAZA DR STE 2, SECAUCUS NJ 07094-3607		45,126,710.82			9.55%
PIMCO LONG DURATION TOTAL RETURN FUND	Institutional		LORILLARD TOBACCO COMPANY, RETIREMENT MASTER TRUST, C/O LORILLARD TOBACCO COMPANY, 714 GREEN VALLEY RD, GREENSBORO NC 27408-7018		32,122,183.33			6.80%

253

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LONG DURATION TOTAL RETURN FUND	Institutional		INTER-AMERICAN DEVELOPMENT, BANK FOR THE STAFF, RETIREMENT PLAN, ATTN PATRICIA BERMUDEZ, 1300 NEW YORK AVE NW STOP B600, WASHINGTON DC 20577-0006		26,319,523.35			5.57%
PIMCO LONG DURATION TOTAL RETURN FUND	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT REINV/REINV, 733 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55479-0001		26,144,862.97			5.53%
PIMCO LONG DURATION TOTAL RETURN FUND	P	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		409,878.14	*		33.93%
PIMCO LONG DURATION TOTAL RETURN FUND	P	**	SAXON & CO, FBO: XXXXX, P.O BOX 7780-1888, PHILADELPHIA PA 19182-0001		382,803.35	*		31.69%
PIMCO LONG DURATION TOTAL RETURN FUND	P	**	ATTN NPIO TRADE DESK, DCGT TRUSTEE & OR CUSTODIAN, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, 711 HIGH ST, DES MOINES IA 50392-0001		121,616.25			10.07%
PIMCO LONG DURATION TOTAL RETURN FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		92,860.76			7.69%
PIMCO LONG DURATION TOTAL RETURN FUND	P	**	SAXON AND CO, FBO XXXXX, POBOX 7780-1888, PHILADELPHIA PA 19182-0001		61,474.44			5.09%
PIMCO LONG-TERM CREDIT FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		63,369,988.75	*		33.01%
PIMCO LONG-TERM CREDIT FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		46,996,792.30			24.48%

254

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LONG-TERM CREDIT FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		17,703,350.96			9.22%
PIMCO LONG-TERM CREDIT FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		9,745.15	*		92.25%
PIMCO LONG-TERM CREDIT FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		818.29			7.75%
PIMCO LONG-TERM US GOVERNMENT FUND	A	**	MASSACHUSETTES MUTUAL, LIFE INSURANCE CO, 1295 STATE STREET MIP N255, SPRINGFIELD MA 01111-0001		4,089,063.76			17.60%
PIMCO LONG-TERM US GOVERNMENT FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		2,561,368.19			11.03%
PIMCO LONG-TERM US GOVERNMENT FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,330,955.95			10.03%
PIMCO LONG-TERM US GOVERNMENT FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,591,207.61			6.85%
PIMCO LONG-TERM US GOVERNMENT FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,669,800.13	*		77.85%
PIMCO LONG-TERM US GOVERNMENT FUND	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		581,805.29			7.99%

255

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LONG-TERM US GOVERNMENT FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		151,427.30	*		43.49%
PIMCO LONG-TERM US GOVERNMENT FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		38,310.37			11.00%
PIMCO LONG-TERM US GOVERNMENT FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		38,299.78			11.00%
PIMCO LONG-TERM US GOVERNMENT FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		27,855.99			8.00%
PIMCO LONG-TERM US GOVERNMENT FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,449,879.93	*		40.76%
PIMCO LONG-TERM US GOVERNMENT FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		745,394.00			12.40%
PIMCO LONG-TERM US GOVERNMENT FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		472,469.30			7.86%
PIMCO LONG-TERM US GOVERNMENT FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		449,152.98			7.47%
PIMCO LONG-TERM US GOVERNMENT FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		20,240,825.20	*		27.83%

256

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LONG-TERM US GOVERNMENT FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		15,429,197.00			21.21%
PIMCO LONG-TERM US GOVERNMENT FUND	Institutional	**	STATE STREET KANSAS CITY FBO, PIMCO GLOBAL MULTI-ASSET FND, ATTN: CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		13,504,261.47			18.57%
PIMCO LONG-TERM US GOVERNMENT FUND	Institutional	**	STATE STREET BANK FBO, PVIT GLOBAL MULTI ASSET PORT, 801 PENNSYLVANIA AVE, ATTN CHUCK NIXON, KANSAS CITY MO 64105-1307		4,426,541.94			6.09%
PIMCO LONG-TERM US GOVERNMENT FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		22,935,913.20	*		87.38%
PIMCO LOW DURATION FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		52,313,822.62			16.05%
PIMCO LOW DURATION FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		47,871,551.79			14.69%
PIMCO LOW DURATION FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		39,587,240.97			12.15%
PIMCO LOW DURATION FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		33,985,966.51			10.43%
PIMCO LOW DURATION FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		26,629,116.30			8.17%

257

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		21,144,058.23			6.49%
PIMCO LOW DURATION FUND	Administrative	**	GENWORTH FINANCIAL TRUST COMPANY, FBO GFWM & MUTUAL CLIENTS & FOR THE, BENEFIT OF OTHER CUST CLIENTS, 3200 N CENTRAL AVE STE 700, PHOENIX AZ 85012-2468		38,154,528.80	*		45.87%
PIMCO LOW DURATION FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		26,442,240.18	*		31.79%
PIMCO LOW DURATION FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		101,746.44			19.19%
PIMCO LOW DURATION FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		62,737.46			11.83%
PIMCO LOW DURATION FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		62,709.47			11.83%
PIMCO LOW DURATION FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		56,512.76			10.66%
PIMCO LOW DURATION FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		34,752.71			6.55%

258

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		23,579,676.40			24.73%
PIMCO LOW DURATION FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		12,982,497.74			13.61%
PIMCO LOW DURATION FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		9,477,036.57			9.94%
PIMCO LOW DURATION FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		9,356,182.91			9.81%
PIMCO LOW DURATION FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		6,104,524.63			6.40%
PIMCO LOW DURATION FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		5,034,340.61			5.28%
PIMCO LOW DURATION FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		4,844,044.04			5.08%
PIMCO LOW DURATION FUND	D	**	NATIONAL FINANCIAL SERVICES FOR, BENEFIT OF OUR CUSTOMERS, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		101,178,370.71	*		58.62%

259

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		43,191,074.86	*		25.02%
PIMCO LOW DURATION FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		10,334,843.31			5.99%
PIMCO LOW DURATION FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		362,313,396.59	*		28.63%
PIMCO LOW DURATION FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		214,872,800.70			16.98%
PIMCO LOW DURATION FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		29,698,714.15	*		30.79%
PIMCO LOW DURATION FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		19,704,709.27			20.43%
PIMCO LOW DURATION FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		18,718,003.46			19.40%
PIMCO LOW DURATION FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		8,508,254.28			8.82%
PIMCO LOW DURATION FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		4,906,301.57			5.09%

260

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND	R	**	DCGT AS TTEE AND/OR CUST, FBO THE CHURCH OF GOD, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		1,875,168.26			16.28%
PIMCO LOW DURATION FUND	R	**	DCGT AS TTEE AND/OR CUST, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		1,707,378.99			14.83%
PIMCO LOW DURATION FUND	R	**	ING LIFE INSURANCE & ANNUITY CO, 151 FARMINGTON AVE, HARTFORD CT 06156-0001		1,363,621.18			11.84%
PIMCO LOW DURATION FUND	R	**	STATE STREET BANK TRUSTEE, AND/OR CUSTODIAN, FBO ADP ACCESS, 1 LINCOLN ST, BOSTON MA 02111-2901		968,451.21			8.41%
PIMCO LOW DURATION FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		889,036.58			7.72%
PIMCO LOW DURATION FUND	R	**	UMB BANK N/A, FIDUCIARY FOR TAX DEFERRED A/C’S, 1 SW SECURITY BENEFIT PL, TOPEKA KS 66636-1000		581,789.68			5.05%
PIMCO LOW DURATION FUND II	Administrative	**	WELLS FARGO BANK NA FBO, CED GRANTOR TRUST-DEF COMP, PO BOX 1533, MINNEAPOLIS MN 55480-1533		922,087.51	*		48.33%
PIMCO LOW DURATION FUND II	Administrative	**	WELLS FARGO BANK NA FBO, CED GRANTOR TR-SERP, PO BOX 1533, MINNEAPOLIS MN 55480-1533		689,414.44	*		36.13%
PIMCO LOW DURATION FUND II	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		136,868.71			7.17%

261

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND II	Administrative	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		108,005.94			5.66%
PIMCO LOW DURATION FUND II	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		11,242,930.31			19.33%
PIMCO LOW DURATION FUND II	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		8,704,977.03			14.97%
PIMCO LOW DURATION FUND II	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		5,358,949.44			9.21%
PIMCO LOW DURATION FUND II	Institutional	**	SEI PRIVATE TRUST CO C/O, UNION BANK OF CA ID XXXXX, FBO XXXXX, 1 FREEDOM VALLEY DR, OAKS PA 19456-9989		3,059,562.70			5.26%
PIMCO LOW DURATION FUND II	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		85,721.76	*		93.20%
PIMCO LOW DURATION FUND III	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		78,858.62	*		42.07%
PIMCO LOW DURATION FUND III	Administrative	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		41,772.20			22.28%
PIMCO LOW DURATION FUND III	Administrative	**	ROBERT W BAIRD & CO INC, A/C XXXXX, 777 EAST WISCONSIN AVENUE, MILWAUKEE WI 53202-5391		33,083.86			17.65%

262

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND III	Administrative	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		22,860.25			12.20%
PIMCO LOW DURATION FUND III	Administrative	**	FIIOC FBO KTI INC EMPLOYEES PROFIT, SHARING RETIREMENT PLAN & TRUST, XXXXX, 100 MAGELLAN WAY KW1C, COVINGTON KY 41015-1987		10,871.12			5.80%
PIMCO LOW DURATION FUND III	Institutional		THE SALVATION ARMY, A GEORGIA CORP, 1424 NORTHEAST EXPWY, ATTN OFFICE OF INVESTMENTS, ATLANTA GA 30329		4,756,713.78			20.46%
PIMCO LOW DURATION FUND III	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,297,610.72			14.18%
PIMCO LOW DURATION FUND III	Institutional		ST JOSEPH HOSPITAL, FOUNDATION, ATTN: MRS JULIE HOLT, 500 S MAIN ST STE 500, ORANGE CA 92868-4536		2,493,538.78			10.72%
PIMCO LOW DURATION FUND III	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,831,693.32			7.88%
PIMCO LOW DURATION FUND III	Institutional		NATIONAL JEWISH HEALTH, STRATEGIC INITIATIVE, ATTN JENNIFER POWERS, FINANCE DEPT, 1400 JACKSON ST, DENVER CO 80206-2762		1,437,796.29			6.18%
PIMCO LOW DURATION FUND III	P	**	SALOMON SMITH BARNEY, 333 W 34TH ST, NEW YORK NY 10001-2417		243,376.81	*		40.21%
PIMCO LOW DURATION FUND III	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		226,615.27	*		37.44%

263

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO LOW DURATION FUND III	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		89,241.00			14.75%
PIMCO MODERATE DURATION FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		36,355,759.46			15.38%
PIMCO MODERATE DURATION FUND	Institutional	**	THE NORTHERN TRUST COMPANY AS, TRUSTEE FOR THE BENEFIT OF, ACCENTURE PROFIT SHARING AND 401K, TRUST PLAN - DV, PO BOX 92994, CHICAGO IL 60675-0001		22,848,270.10			9.66%
PIMCO MODERATE DURATION FUND	Institutional	**	WELLS FARGO BANK NA FBO, OMNIBUS ACCT CASH/CASH, PO BOX 1533, MINNEAPOLIS MN 55480-1533		13,369,272.87			5.65%
PIMCO MODERATE DURATION FUND	P	**	WELLS FARGO BANK FBO, VARIOUS RETIREMENT PLANS, XXXXX, 1525 WEST WT HARRIS BLVD, CHARLOTTE NC 28288-1076		3,355,695.68	*		97.41%
PIMCO MONEY MARKET FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		19,476,892.04			11.49%
PIMCO MONEY MARKET FUND	A	**	C/O FASCORE LLC, ORCHARD TR CO TTEE, FBO NMB USA INC RSP, 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002		14,421,725.26			8.51%
PIMCO MONEY MARKET FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		13,290,730.64			7.84%
PIMCO MONEY MARKET FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		11,406,351.67			6.73%
PIMCO MONEY MARKET FUND	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		151,189,741.03	*		84.20%

264

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO MONEY MARKET FUND	Administrative	**	MERCER TRUST CO TTEE, FBO STRUCTURE TONE ORGANIZATION, 401K PLAN PSP, ATTN DC PLAN ADMIN MS N2H, 1 INVESTORS WAY, NORWOOD MA 02062-1599		10,049,848.69		5.60%
PIMCO MONEY MARKET FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,088,870.73		20.66%
PIMCO MONEY MARKET FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		863,162.33		16.37%
PIMCO MONEY MARKET FUND	B	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		598,058.09		11.35%
PIMCO MONEY MARKET FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		499,719.76		9.48%
PIMCO MONEY MARKET FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		405,924.53		7.70%
PIMCO MONEY MARKET FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,625,562.47		11.68%
PIMCO MONEY MARKET FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		7,608,600.14		10.30%
PIMCO MONEY MARKET FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		6,271,630.65		8.49%

265

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MONEY MARKET FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,715,449.22			6.39%
PIMCO MONEY MARKET FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		4,031,486.92			5.46%
PIMCO MONEY MARKET FUND	Institutional		AMERICA MOVIL SAB DE CV, ATTN JOSE CORONA, LAGO ZURICH XXXXX, EDIFICIO TELCEL PISO 16, COL GRANADA AMPLIACION, 11320 MEXICO DF		71,041,909.01	*		26.41%
PIMCO MONEY MARKET FUND	Institutional		XEROX CORPORATION, 45 GLOVER AVE, NORWALK CT 06850-1203		38,524,467.21			14.32%
PIMCO MONEY MARKET FUND	Institutional	**	MERCER TRUST COMPANY CUST FBO, ABBOTT LABS PUERTO RICO SRP, ATTN DC PLAN ADMIN, 1 INVESTORS WAY MSC N-4-E, NORWOOD MA 02062-1599		35,538,202.88			13.21%
PIMCO MONEY MARKET FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		27,891,781.20			10.37%
PIMCO MONEY MARKET FUND	Institutional		BRENT R HARRIS TTEE, BRENT R HARRIS SEPARATE PROPERTY TR, OF 2005 U/A DTD 9/16/05, 840 NEWPORT CENTER DR STE 100, NEWPORT BEACH CA 92660-6398		22,663,529.28			8.42%
PIMCO MONEY MARKET FUND	Institutional	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		21,106,141.70			7.84%
PIMCO MORTGAGE-BACKED SECURITIES FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		931,738.17			11.61%

266

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MORTGAGE-BACKED SECURITIES FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		870,885.13			10.85%
PIMCO MORTGAGE-BACKED SECURITIES FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		763,919.68			9.52%
PIMCO MORTGAGE-BACKED SECURITIES FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		506,547.55			6.31%
PIMCO MORTGAGE-BACKED SECURITIES FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		489,433.63			6.10%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,739,264.10	*		32.16%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	CHARLES SCHWAB & CO SPECIAL CUSTODY, ACCT FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMERS, ATTN: CAROL WU/MUTUAL FUND OPS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		895,565.08			16.56%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	ORCHARD TRUST COMPANY LLC, FBO COX SAVINGS INCENTIVE PLAN, 8515 E ORCHARD ROAD 2T2, GREENWOOD VLG CO 80111-5002		638,628.35			11.81%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	FRONTIER TRUST CO FBO, HERITAGE VALLEY HEALTH SYSTEM 403B, PLAN XXXXX, PO BOX 10758, FARGO ND 58106-0758		552,872.33			10.22%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	ORCHARD TRUST CO LLC, FBO EMPLOYEE BENEFITS CLIENTS, C/O GREAT WEST, 8515 E ORCHARD RD # 2T2, ENGLEWOOD CO 80111-5002		401,992.58			7.43%

267

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		382,495.13		7.07%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Administrative	**	PIMS/PRUDENTIAL RETIREMENT AS, NOMINEE FOR THE TTEE/CUST XXXXX, PALO ALTO RESEARCH CENTER, 3333 COYOTE HILL RD, PALO ALTO CA 94304-1314		332,473.62		6.15%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		18,384.69		17.20%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		15,284.37		14.30%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		11,398.85		10.66%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		9,955.08		9.31%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		7,196.95		6.73%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		6,549.06		6.13%
PIMCO MORTGAGE-BACKED SECURITIES FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		6,048.07		5.66%

268

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MORTGAGE-BACKED SECURITIES FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		474,996.90			20.30%
PIMCO MORTGAGE-BACKED SECURITIES FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		350,893.17			15.00%
PIMCO MORTGAGE-BACKED SECURITIES FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		300,201.64			12.83%
PIMCO MORTGAGE-BACKED SECURITIES FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		287,395.98			12.29%
PIMCO MORTGAGE-BACKED SECURITIES FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		217,435.39			9.29%
PIMCO MORTGAGE-BACKED SECURITIES FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,570,398.88	*		44.04%
PIMCO MORTGAGE-BACKED SECURITIES FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,826,637.71	*		34.87%
PIMCO MORTGAGE-BACKED SECURITIES FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		590,421.11			7.28%

269

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MORTGAGE-BACKED SECURITIES FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		5,546,325.59	*		28.18%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,358,652.87	*		27.23%
PIMCO MORTGAGE-BACKED SECURITIES FUND	Institutional	**	SOMPO JAPAN INSURANCE COMPANY OF, AMERICA, ATTN TAMMY VAN DUNK, 777 3RD AVE FL 28, NEW YORK NY 10017-1421		4,406,993.34			22.39%
PIMCO MORTGAGE-BACKED SECURITIES FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,059,247.92	*		34.33%
PIMCO MORTGAGE-BACKED SECURITIES FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		815,976.46	*		26.45%
PIMCO MORTGAGE-BACKED SECURITIES FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		296,225.35			9.60%
PIMCO MUNICIPAL BOND FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		4,885,910.86			17.04%
PIMCO MUNICIPAL BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		3,267,659.95			11.40%
PIMCO MUNICIPAL BOND FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		3,216,258.98			11.22%

270

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MUNICIPAL BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,045,148.13			10.62%
PIMCO MUNICIPAL BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,905,558.67			10.13%
PIMCO MUNICIPAL BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,821,030.86			9.84%
PIMCO MUNICIPAL BOND FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		26,077.06	*		70.09%
PIMCO MUNICIPAL BOND FUND	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		10,755.25	*		28.91%
PIMCO MUNICIPAL BOND FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		28,540.46			22.11%
PIMCO MUNICIPAL BOND FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		24,442.39			18.93%
PIMCO MUNICIPAL BOND FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		23,536.94			18.23%
PIMCO MUNICIPAL BOND FUND	B	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		10,641.46			8.24%
PIMCO MUNICIPAL BOND FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		9,875.05			7.65%

271

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MUNICIPAL BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,651,837.54			22.04%
PIMCO MUNICIPAL BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		2,433,089.23			20.22%
PIMCO MUNICIPAL BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,360,124.64			11.30%
PIMCO MUNICIPAL BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		1,164,938.39			9.68%
PIMCO MUNICIPAL BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		910,519.61			7.57%
PIMCO MUNICIPAL BOND FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		764,587.59			6.35%
PIMCO MUNICIPAL BOND FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		671,172.32			5.58%
PIMCO MUNICIPAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,024,543.34	*		51.19%
PIMCO MUNICIPAL BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		427,004.09			21.33%

272

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MUNICIPAL BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		123,739.48			6.18%
PIMCO MUNICIPAL BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		116,291.41			5.81%
PIMCO MUNICIPAL BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		5,069,753.93	*		40.00%
PIMCO MUNICIPAL BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,013,706.94			15.89%
PIMCO MUNICIPAL BOND FUND	Institutional		DEAN HEALTH SYSTEMS INC, ATTN KEVIN STEVENS, 1808 W BELTLINE HWY, MADISON WI 53713-2334		1,394,393.81			11.00%
PIMCO MUNICIPAL BOND FUND	Institutional	**	RBC CAPITAL MARKETS LLC MUTUAL, FUND OMNIBUS PROCESSING, ATTN: MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110		1,133,149.03			8.94%
PIMCO MUNICIPAL BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		3,107,216.29	*		48.19%
PIMCO MUNICIPAL BOND FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		1,464,768.40			22.72%
PIMCO MUNICIPAL BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		865,869.11			13.43%

273

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO MUNICIPAL BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		327,563.03			5.08%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		SILVERSTEIN CHILDREN’S TRUST, 1932 NW 24TH ST, GAINESVILLE FL 32605-3848		82,909.55			16.29%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		SILVERSTEIN SIBLING’S TRUST, 1932 NW 24TH ST, GAINESVILLE FL 32605-3848		63,276.19			12.43%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		DEAN O AND LAVON MORTON TRUST, 25857 WESTWIND WAY, LOS ALTOS CA 94022-3338		59,689.40			11.73%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		DAVID GARRETT REES-JONES, IRREVOCABLE TRUST DTD 6/10/04, 5956 SHERRY LN STE 1500, DALLAS TX 75225-8026		33,744.85			6.63%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		TREVOR RICHARD REES-JONES, IRREVOCABLE TRUST DTD 6/10/04, 5956 SHERRY LN STE 1500, DALLAS TX 75225-8026		33,744.85			6.63%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	A		ALAN N BRAVERMAN LIVING TRUST, 500 S BUENA VISTA ST # 609, BURBANK CA 91521-0001		25,737.71			5.06%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	B		SCHOENBERG FAMILY TRUST, 11426 BURNHAM ST, LOS ANGELES CA 90049-3424		128,362.26	*		39.38%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	B		DERRELL PIPER II REVOCABLE LIVING, TRUST, 1365 MEADOWRIDGE DRIVE, CORRALITOS CA 95076-0356		30,414.07			9.33%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	B		GERALD J O’ROURKE 1994 TRUST, C/O GODFREY & KAHN, 780 N WATER ST, MILWAUKEE WI 53202-3512		25,889.40			7.94%
PIMCO MUNICIPAL FOCUS STRATEGY FUND	B		ANNE MARIE MUELLER TRUST, 31302 MULHOLLAND HWY, MALIBU CA 90265-2701		20,338.28			6.24%

274

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO NATIONAL INTERMEDIATE PIMCO MUNICIPAL BOND FUND	A	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.25	*		100.00%
PIMCO NATIONAL INTERMEDIATE PIMCO MUNICIPAL BOND FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.13	*		100.00%
PIMCO NATIONAL INTERMEDIATE PIMCO MUNICIPAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		34,917.38	*		97.22%
PIMCO NATIONAL INTERMEDIATE MUNICIPAL BOND FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		300,102.42	*		100.00%
PIMCO NATIONAL INTERMEDIATE MUNICIPAL BOND FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.33	*		100.00%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,072,370.16			22.49%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		530,609.19			11.13%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		445,000.74			9.33%

275

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		381,871.71		8.01%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		319,799.51		6.71%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		297,349.54		6.23%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		263,519.07		5.53%
PIMCO NEW YORK MUNICIPAL BOND FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		258,650.40		5.42%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		169,472.23		22.41%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		113,778.50		15.04%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		87,886.64		11.62%

276

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		79,683.54			10.54%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		64,254.27			8.50%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		50,922.96			6.73%
PIMCO NEW YORK MUNICIPAL BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		43,799.50			5.79%
PIMCO NEW YORK MUNICIPAL BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,093,192.50	*		54.63%
PIMCO NEW YORK MUNICIPAL BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		506,891.18	*		25.33%
PIMCO NEW YORK MUNICIPAL BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		125,365.35			6.27%
PIMCO NEW YORK MUNICIPAL BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		4,712,645.20	*		65.26%

277

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO NEW YORK MUNICIPAL BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,990,457.90	*		27.56%
PIMCO NEW YORK MUNICIPAL BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		209,638.63	*		82.80%
PIMCO NEW YORK MUNICIPAL BOND FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		36,341.93			14.35%
PIMCO REAL INCOME 2019	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		598,295.58	*		46.95%
PIMCO REAL INCOME 2019	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		194,777.32			15.28%
PIMCO REAL INCOME 2019	A	**	LPL FINANCIAL SERVICES, A/C XXXXX 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		80,068.85			6.28%
PIMCO REAL INCOME 2019	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		421,905.64	*		55.13%
PIMCO REAL INCOME 2019	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		83,133.94			10.86%
PIMCO REAL INCOME 2019	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		57,995.26			7.58%
PIMCO REAL INCOME 2019	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		285,023.37	*		53.92%

278

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL INCOME 2019	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNTS, FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		116,433.02			22.03%
PIMCO REAL INCOME 2019	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		100,077.14			18.93%
PIMCO REAL INCOME 2019	Institutional	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		162,579.45	*		34.33%
PIMCO REAL INCOME 2019	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		161,182.15	*		34.04%
PIMCO REAL INCOME 2019	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		92,308.62			19.49%
PIMCO REAL INCOME 2019	Institutional	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		30,025.68			6.34%
PIMCO REAL INCOME 2019	Institutional	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		27,432.79			5.79%
PIMCO REAL INCOME 2019	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		118,691.53	*		56.81%
PIMCO REAL INCOME 2019	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		46,044.42			22.04%
PIMCO REAL INCOME 2019	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		20,208.55			9.67%

279

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL INCOME 2019	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		17,456.11			8.35%
PIMCO REAL INCOME 2029	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		97,026.38	*		33.27%
PIMCO REAL INCOME 2029	A		JAMES W MCGINITY, SUBJECT TO BFDS TOD RULES, 4209 DUNNING LN, AUSTIN TX 78746-1925		90,579.71	*		31.06%
PIMCO REAL INCOME 2029	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		25,263.68			8.66%
PIMCO REAL INCOME 2029	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		18,505.01			6.35%
PIMCO REAL INCOME 2029	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		23,870.86			20.08%
PIMCO REAL INCOME 2029	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		22,132.43			18.62%
PIMCO REAL INCOME 2029	C	**	SSB&T CUST ROLLOVER IRA, FBO DAVID NANCARROW, 7308 FERNDALE CIR, AUSTIN TX 78745-6523		21,065.51			17.72%
PIMCO REAL INCOME 2029	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		11,033.63			9.28%

280

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL INCOME 2029	C	**	SSB&T CUST IRA, FBO THOMAS R DIDOMINIC, 52 VERNON ST, UNIONTOWN PA 15401-4042		9,782.91			8.23%
PIMCO REAL INCOME 2029	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,735.83			7.35%
PIMCO REAL INCOME 2029	D	**	TD AMERITRADE INC FEBO, OUR CLIENT, PO BOX 2226, OMAHA NE 68103-2226		306,370.16	*		53.13%
PIMCO REAL INCOME 2029	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		171,097.67	*		29.67%
PIMCO REAL INCOME 2029	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		82,233.43			14.26%
PIMCO REAL INCOME 2029	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		347,483.84	*		59.97%
PIMCO REAL INCOME 2029	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		114,723.62			19.80%
PIMCO REAL INCOME 2029	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		60,942.87			10.52%
PIMCO REAL INCOME 2029	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		91,607.45	*		36.45%

281

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL INCOME 2029	P	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		89,359.37	*		35.56%
PIMCO REAL INCOME 2029	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		56,043.30			22.30%
PIMCO REAL RETURN ASSET FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		34,357,669.36	*		43.55%
PIMCO REAL RETURN ASSET FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		22,127,298.81	*		28.05%
PIMCO REAL RETURN ASSET FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		7,363,790.19			9.33%
PIMCO REAL RETURN ASSET FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		4,545,894.13			5.76%
PIMCO REAL RETURN ASSET FUND	P	**	LPL FBO LPL CUSTOMERS, ATTN MUTUAL FUND OPERATIONS, 1 BEACON ST FL 22, BOSTON MA 02108-3106		691,216.57	*		62.41%
PIMCO REAL RETURN ASSET FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		195,570.38			17.66%

282

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO REAL RETURN ASSET FUND	P	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		90,640.69		8.18%
PIMCO REAL RETURN ASSET FUND	P	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY A/C FBO CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		57,941.62		5.23%
PIMCO REAL RETURN FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		47,181,221.38		11.69%
PIMCO REAL RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		45,603,244.14		11.30%
PIMCO REAL RETURN FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		39,086,529.08		9.69%
PIMCO REAL RETURN FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		38,730,564.96		9.60%
PIMCO REAL RETURN FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		27,726,262.40		6.87%
PIMCO REAL RETURN FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		27,359,567.83		6.78%

283

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL RETURN FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		33,655,558.01	*		25.97%
PIMCO REAL RETURN FUND	Administrative	**	JOHN HANCOCK LIFE INS CO (USA), ATTN LIZ SEELEY, RPS SEG FUNDS/ACCOUNTING XXXXX, 601 CONGRESS ST, BOSTON MA 02210-2804		33,351,823.20	*		25.74%
PIMCO REAL RETURN FUND	Administrative	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT, OF IT’S CUSTOMERS, ATTN SERVICE TEAM, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		7,024,921.96			5.42%
PIMCO REAL RETURN FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		854,996.09	*		32.97%
PIMCO REAL RETURN FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		426,229.91			16.44%
PIMCO REAL RETURN FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		216,674.98			8.36%
PIMCO REAL RETURN FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		176,199.75			6.79%
PIMCO REAL RETURN FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		132,076.40			5.09%

284

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL RETURN FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		67,000,377.59	*		27.15%
PIMCO REAL RETURN FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		27,885,069.60			11.30%
PIMCO REAL RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		26,885,082.34			10.89%
PIMCO REAL RETURN FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		26,526,409.68			10.75%
PIMCO REAL RETURN FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		19,373,083.00			7.85%
PIMCO REAL RETURN FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		15,527,472.92			6.29%
PIMCO REAL RETURN FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		14,625,094.77			5.93%
PIMCO REAL RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		92,284,154.09	*		45.76%

285

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		61,754,020.21	*		30.62%
PIMCO REAL RETURN FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		12,622,489.61			6.26%
PIMCO REAL RETURN FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		11,537,515.11			5.72%
PIMCO REAL RETURN FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		252,623,002.06	*		32.58%
PIMCO REAL RETURN FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		129,518,982.22			16.70%
PIMCO REAL RETURN FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		68,858,167.85	*		46.06%
PIMCO REAL RETURN FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		25,211,632.75			16.86%
PIMCO REAL RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		19,248,447.82			12.88%
PIMCO REAL RETURN FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		10,203,850.80			6.83%

286

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REAL RETURN FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		9,727,196.79			6.51%
PIMCO REAL RETURN FUND	R	**	HARTFORD LIFE INSURANCE CO, 401K SEPARATE ACCOUNT, PO BOX 2999, HARTFORD CT 06104-2999		10,426,076.19	*		25.68%
PIMCO REAL RETURN FUND	R	**	UMB BANK N/A, FIDUCIARY FOR TAX DEFERRED A/C’S, 1 SW SECURITY BENEFIT PL, TOPEKA KS 66636-1000		3,558,099.04			8.76%
PIMCO REAL RETURN FUND	R	**	DCGT AS TTEE AND/OR CUST, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		2,484,044.95			6.12%
PIMCO REAL RETURN FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,204,734.31			5.43%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,939,261.97			21.69%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		3,499,385.97			8.49%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,061,614.38			7.43%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		3,009,596.37			7.30%

287

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,002,241.48		7.28%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,573,045.62		6.24%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,565,879.96		6.22%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		102,075.20		22.45%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		95,789.39		21.06%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		38,448.86		8.46%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		32,602.44		7.17%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		2,936,170.91		16.97%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,248,237.53		12.99%

288

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,144,462.28			12.39%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,643,708.25			9.50%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,339,314.64			7.74%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,145,750.54			6.62%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,016,103.86			5.87%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		20,952,555.69	*		45.10%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		13,442,609.58	*		28.93%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		3,748,613.33			8.07%

289

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,575,568.41			5.54%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		178,910,026.70	*		42.66%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		171,025,353.47	*		40.78%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		27,374,223.09			6.53%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		5,092,844.98	*		30.57%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		4,216,462.16	*		25.31%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		2,921,722.22			17.54%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,704,343.73			10.23%
PIMCO REALESTATEPIMCO REALRETURN STRATEGY FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		1,232,610.88			7.40%

290

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2010 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,206.46	*		64.72%
PIMCO REALRETIREMENT 2010 FUND	P	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		657.55	*		35.28%
PIMCO REALRETIREMENT 2015 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		146,164.70	*		71.28%
PIMCO REALRETIREMENT 2015 FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		18,205.18			8.88%
PIMCO REALRETIREMENT 2015 FUND	A	**	DWS TRUST COMPANY TTEE, DWS TRUST COMPANY, FBO DIAMOND PRODUCTS 401K & PROFIT, SHARING PLAN, PO BOX 1757, SALEM NH 03079-1143		12,412.25			6.05%
PIMCO REALRETIREMENT 2015 FUND	A	**	RBC CAPITAL MARKETS LLC MUTUAL, FUND OMNIBUS PROCESSING, ATTN: MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110		12,238.92			5.97%
PIMCO REALRETIREMENT 2015 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,352,735.71	*		65.81%

291

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2015 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		603,849.12	*		29.38%
PIMCO REALRETIREMENT 2015 FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		8,380.15	*		34.90%
PIMCO REALRETIREMENT 2015 FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		4,644.83			19.34%
PIMCO REALRETIREMENT 2015 FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,790.34			15.79%
PIMCO REALRETIREMENT 2015 FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,443.75			10.18%
PIMCO REALRETIREMENT 2015 FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,067.75			8.61%
PIMCO REALRETIREMENT 2015 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		72,178.00	*		89.78%
PIMCO REALRETIREMENT 2015 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		7,192.42			8.95%
PIMCO REALRETIREMENT 2015 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		544,683.68	*		99.71%

292

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2015 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,035.50	*		100.00%
PIMCO REALRETIREMENT 2015 FUND	R	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,020.35	*		100.00%
PIMCO REALRETIREMENT 2020 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		182,160.25	*		31.02%
PIMCO REALRETIREMENT 2020 FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		45,483.30			7.74%
PIMCO REALRETIREMENT 2020 FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		36,818.29			6.27%
PIMCO REALRETIREMENT 2020 FUND	A	**	PIMS/PRUDENTIAL RETPLAN, NOMINEE TRUSTEE CUSTODIAN, 890 GASP 401K PSP, PARTNERSHIP MEDICAL GROUP, 3530 WILSHIRE BLVD STE 350, LOS ANGELES CA 90010-2335		35,705.93			6.08%
PIMCO REALRETIREMENT 2020 FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		34,152.75			5.82%
PIMCO REALRETIREMENT 2020 FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		34,127.66			5.81%

293

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2020 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,969,473.38	*		49.29%
PIMCO REALRETIREMENT 2020 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,863,046.67	*		46.62%
PIMCO REALRETIREMENT 2020 FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		27,940.05			16.81%
PIMCO REALRETIREMENT 2020 FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		24,212.67			14.56%
PIMCO REALRETIREMENT 2020 FUND	C	**	SSB&T CUST ROLLOVER IRA, FBO TERRY W STEWART, 3655 E ADAMS ST, HERNANDO FL 34442-2501		19,964.87			12.01%
PIMCO REALRETIREMENT 2020 FUND	C	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		16,377.65			9.85%
PIMCO REALRETIREMENT 2020 FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		15,276.38			9.19%
PIMCO REALRETIREMENT 2020 FUND	C	**	SSB&T CUST SEP IRA, FBO LEIGH S KINNEBREW, 400 AUTRY RIDGE PT, ALPHARETTA GA 30022-3328		10,787.93			6.49%
PIMCO REALRETIREMENT 2020 FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		8,716.98			5.24%

294

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2020 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		241,098.67	*		59.59%
PIMCO REALRETIREMENT 2020 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		99,426.98			24.57%
PIMCO REALRETIREMENT 2020 FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		49,704.59			12.28%
PIMCO REALRETIREMENT 2020 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,630,941.51	*		73.96%
PIMCO REALRETIREMENT 2020 FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		376,325.96			17.07%
PIMCO REALRETIREMENT 2020 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,261.85	*		100.00%
PIMCO REALRETIREMENT 2020 FUND	R		YUVAL YANIV FBO, ADVANCED TECHNICAL SOLUTIONS I 401K, PSP & TR, 2986 NAVAJO STREET, YORKTOWN HTS NY 10598-1834		43,825.83	*		46.41%
PIMCO REALRETIREMENT 2020 FUND	R		PHIL ESTRADA FBO, QUIMEX INC 401K PSP, & TR, 14702 HAMLIN AVE, MIDLOTHIAN IL 60445-3427		13,187.52			13.96%

295

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2020 FUND	R	**	TD AMERITRADE INC FEBO, OUR CLIENT, PO BOX 2226, OMAHA NE 68103-2226		7,264.32			7.69%
PIMCO REALRETIREMENT 2020 FUND	R	**	MID ATLANTIC TR CO FBO, BUCKLEY & THEROUX LLC 401K PLAN, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		7,247.16			7.67%
PIMCO REALRETIREMENT 2020 FUND	R	**	MID ATLANTIC TR CO FBO, IDC INDUSTRIES INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		6,720.99			7.12%
PIMCO REALRETIREMENT 2020 FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		4,943.41			5.23%
PIMCO REALRETIREMENT 2020 FUND	R	**	ORCHARD TR CO TTEE, EMPLOYEE BENEFITS CLIENTS 401K, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		4,757.33			5.04%
PIMCO REALRETIREMENT 2025 FUND	A	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		49,947.05	*		38.03%
PIMCO REALRETIREMENT 2025 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		39,521.82	*		30.09%
PIMCO REALRETIREMENT 2025 FUND	A	**	PIMS/PRUDENTIAL RETPLAN, NOMINEE TRUSTEE CUSTODIAN, 890 GASP 401K PSP, PARTNERSHIP MEDICAL GROUP, 3530 WILSHIRE BLVD STE 350, LOS ANGELES CA 90010-2335		32,345.67			24.63%
PIMCO REALRETIREMENT 2025 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,671,211.62	*		57.43%

296

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2025 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		1,132,743.29	*		38.93%
PIMCO REALRETIREMENT 2025 FUND	C	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		2,927.70	*		25.44%
PIMCO REALRETIREMENT 2025 FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,206.28			19.17%
PIMCO REALRETIREMENT 2025 FUND	C		HELEN C ALLEY, 85 NEWCOMER ST, RICHLAND WA 99354-2052		1,738.64			15.11%
PIMCO REALRETIREMENT 2025 FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,662.42			14.45%
PIMCO REALRETIREMENT 2025 FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,022.30			8.88%
PIMCO REALRETIREMENT 2025 FUND	C	**	SSB&T CUST IRA, FBO MARY LYNN SAKS, 1 THE COURT OF HARBORSIDE APT 210, NORTHBROOK IL 60062-3228		920.51			8.00%
PIMCO REALRETIREMENT 2025 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		97,298.47	*		88.09%
PIMCO REALRETIREMENT 2025 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		9,997.10			9.05%

297

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2025 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		638,027.74	*		87.26%
PIMCO REALRETIREMENT 2025 FUND	Institutional	**	HEALTHCARE VENTURES LLC SAVINGS PLAN, 55 CAMBRIDGE PKWY STE 301 STE 102, CAMBRIDGE MA 02142-1263		87,366.75			11.95%
PIMCO REALRETIREMENT 2025 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,059.23	*		100.00%
PIMCO REALRETIREMENT 2025 FUND	R	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		5,122.81	*		54.47%
PIMCO REALRETIREMENT 2025 FUND	R	**	FRONTIER TR CO FBO, DIDIT 401K SALARY SAVINGS PLAN XXXXX, P O BOX 10758, FARGO ND 58106-0758		1,809.30			19.24%
PIMCO REALRETIREMENT 2025 FUND	R	**	MID ATLANTIC TR CO FBO, BUCKLEY & THEROUX LLC 401K PLAN, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		1,448.02			15.40%
PIMCO REALRETIREMENT 2025 FUND	R	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,024.48			10.89%
PIMCO REALRETIREMENT 2030 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		116,903.13	*		26.69%
PIMCO REALRETIREMENT 2030 FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		60,530.23			13.82%

298

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2030 FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		49,048.96			11.20%
PIMCO REALRETIREMENT 2030 FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		48,114.10			10.99%
PIMCO REALRETIREMENT 2030 FUND	A	**	PIMS/PRUDENTIAL RETPLAN, NOMINEE TRUSTEE CUSTODIAN, 890 GASP 401K PSP, PARTNERSHIP MEDICAL GROUP, 3530 WILSHIRE BLVD STE 350, LOS ANGELES CA 90010-2335		27,219.98			6.22%
PIMCO REALRETIREMENT 2030 FUND	A	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		24,441.01			5.58%
PIMCO REALRETIREMENT 2030 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,484,563.92	*		59.74%
PIMCO REALRETIREMENT 2030 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,500,118.87	*		36.07%
PIMCO REALRETIREMENT 2030 FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		22,999.91			13.61%
PIMCO REALRETIREMENT 2030 FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		14,173.69			8.39%
PIMCO REALRETIREMENT 2030 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		127,172.94	*		37.33%

299

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2030 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		106,996.47	*		31.41%
PIMCO REALRETIREMENT 2030 FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		76,340.10			22.41%
PIMCO REALRETIREMENT 2030 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		670,311.19	*		49.90%
PIMCO REALRETIREMENT 2030 FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		565,801.94	*		42.12%
PIMCO REALRETIREMENT 2030 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,348.46	*		100.00%
PIMCO REALRETIREMENT 2030 FUND	R	**	MID ATLANTIC TR CO FBO, IDC INDUSTRIES INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		25,775.07	*		31.98%
PIMCO REALRETIREMENT 2030 FUND	R	**	ORCHARD TR CO TTEE, EMPLOYEE BENEFITS CLIENTS 401K, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		15,012.81			18.63%
PIMCO REALRETIREMENT 2030 FUND	R	**	FRONTIER TR CO FBO, DIDIT 401K SALARY SAVINGS PLAN XXXXX, P O BOX 10758, FARGO ND 58106-0758		10,270.69			12.74%
PIMCO REALRETIREMENT 2030 FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		7,709.95			9.57%

300

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2030 FUND	R	**	MID ATLANTIC TR CO FBO, ERWIN QUARDER INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		7,162.43			8.89%
PIMCO REALRETIREMENT 2035 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		19,689.37	*		55.65%
PIMCO REALRETIREMENT 2035 FUND	A	**	PIMS/PRUDENTIAL RETPLAN, NOMINEE TRUSTEE CUSTODIAN, 890 GASP 401K PSP, PARTNERSHIP MEDICAL GROUP, 3530 WILSHIRE BLVD STE 350, LOS ANGELES CA 90010-2335		7,728.41			21.84%
PIMCO REALRETIREMENT 2035 FUND	A	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		2,944.71			8.32%
PIMCO REALRETIREMENT 2035 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,144,967.47	*		58.44%
PIMCO REALRETIREMENT 2035 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		685,414.94	*		34.98%
PIMCO REALRETIREMENT 2035 FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		6,678.85	*		83.04%
PIMCO REALRETIREMENT 2035 FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,031.36			12.82%

301

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2035 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		20,275.89	*		48.16%
PIMCO REALRETIREMENT 2035 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		10,414.40			24.74%
PIMCO REALRETIREMENT 2035 FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001		4,433.11			10.53%
PIMCO REALRETIREMENT 2035 FUND	D	**	USAA INVESTMENT MANAGEMENT CO, FBO XXXXX, 9800 FREDERICKSBURG ROAD, SAN ANTONIO TX 78288-0001		3,195.86			7.59%
PIMCO REALRETIREMENT 2035 FUND	D	**	USAA INVESTMENT MANAGEMENT CO, FBO XXXXX, 9800 FREDERICKSBURG ROAD, SAN ANTONIO TX 78288-0001		3,150.31			7.48%
PIMCO REALRETIREMENT 2035 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		545,415.59	*		99.81%
PIMCO REALRETIREMENT 2035 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,084.39	*		100.00%
PIMCO REALRETIREMENT 2035 FUND	R	**	FRONTIER TR CO FBO, DIDIT 401K SALARY SAVINGS PLAN XXXXX, P O BOX 10758, FARGO ND 58106-0758		3,522.45	*		74.07%
PIMCO REALRETIREMENT 2035 FUND	R	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,034.25			21.75%

302

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2040 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		93,819.90	*		27.20%
PIMCO REALRETIREMENT 2040 FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		59,370.33			17.21%
PIMCO REALRETIREMENT 2040 FUND	A	**	PIMS/PRUDENTIAL RETPLAN, NOMINEE TRUSTEE CUSTODIAN, 890 GASP 401K PSP, PARTNERSHIP MEDICAL GROUP, 3530 WILSHIRE BLVD STE 350, LOS ANGELES CA 90010-2335		23,470.08			6.80%
PIMCO REALRETIREMENT 2040 FUND	A	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		23,263.68			6.74%
PIMCO REALRETIREMENT 2040 FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		18,305.88			5.31%
PIMCO REALRETIREMENT 2040 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,278,029.65	*		65.85%
PIMCO REALRETIREMENT 2040 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		875,233.63	*		25.30%
PIMCO REALRETIREMENT 2040 FUND	Administrative	**	MG TRUST COMPANY CUST, FBO TRI-AD, 700 17TH ST STE 300, DENVER CO 80202-3531		246,689.49			7.13%

303

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2040 FUND	C	**	SSB&T CUST SIMPLE IRA, HERITAGE CLUB, FBO LEWIS M ROSENBLOOM, 4783 GEMSTONE CT, MASON OH 45040-3308		10,178.67	*		27.19%
PIMCO REALRETIREMENT 2040 FUND	C	**	SSB&T CUST, SEP IRA, FBO TIMOTHY P DOYLE, 1113 BERGER ST, AUSTIN TX 78721-2533		5,346.20			14.28%
PIMCO REALRETIREMENT 2040 FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,749.86			10.02%
PIMCO REALRETIREMENT 2040 FUND	C	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		2,413.79			6.45%
PIMCO REALRETIREMENT 2040 FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		2,365.73			6.32%
PIMCO REALRETIREMENT 2040 FUND	C	**	SSB&T CUST ROLLOVER IRA, FBO PAMALA M NEARN, 36771 PAW PAW RD, PAW PAW MI 49079-8729		2,136.80			5.71%
PIMCO REALRETIREMENT 2040 FUND	C		JAMES A LIMA & NANCY L CORONATO, TTEES LIMA EXEMPTION TRUST, U/A DTD 11/19/2003, 1212 AVIS DR, SAN JOSE CA 95126-4003		1,925.30			5.14%
PIMCO REALRETIREMENT 2040 FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		80,338.27	*		31.68%
PIMCO REALRETIREMENT 2040 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		79,520.84	*		31.36%

304

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2040 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		46,681.46			18.41%
PIMCO REALRETIREMENT 2040 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		453,535.33	*		43.90%
PIMCO REALRETIREMENT 2040 FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		359,147.29	*		34.77%
PIMCO REALRETIREMENT 2040 FUND	Institutional	**	FRONTIER TRUST COMPANY FBO, THE NEUROLOGY FOUNDATION INC XXXXX, PO BOX 10758, FARGO ND 58106-0758		70,056.68			6.78%
PIMCO REALRETIREMENT 2040 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,396.94	*		100.00%
PIMCO REALRETIREMENT 2040 FUND	R	**	ORCHARD TR CO TTEE, EMPLOYEE BENEFITS CLIENTS 401K, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		94,017.01	*		84.83%
PIMCO REALRETIREMENT 2045 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		14,984.70	*		93.73%
PIMCO REALRETIREMENT 2045 FUND	A	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,002.89			6.27%

305

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2045 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		168,686.10	*		74.99%
PIMCO REALRETIREMENT 2045 FUND	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		55,261.28			24.57%
PIMCO REALRETIREMENT 2045 FUND	C	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.45	*		100.00%
PIMCO REALRETIREMENT 2045 FUND	D	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,002.06	*		100.00%
PIMCO REALRETIREMENT 2045 FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		300,950.41	*		75.65%
PIMCO REALRETIREMENT 2045 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		96,844.63			24.35%
PIMCO REALRETIREMENT 2045 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,002.94	*		100.00%
PIMCO REALRETIREMENT 2045 FUND	R	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,001.50	*		100.00%
PIMCO REALRETIREMENT 2050 FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		24,310.11			23.04%

306

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2050 FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		20,098.58			19.05%
PIMCO REALRETIREMENT 2050 FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		12,727.88			12.06%
PIMCO REALRETIREMENT 2050 FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		8,458.31			8.02%
PIMCO REALRETIREMENT 2050 FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		538,369.14	*		48.91%
PIMCO REALRETIREMENT 2050 FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		515,993.44	*		46.88%
PIMCO REALRETIREMENT 2050 FUND	C	**	SSB&T CUST ROTH IRA FBO, AMBER L H CYPERS, 1917 DAN DR, LAYTON UT 84040-2331		7,252.89			17.28%
PIMCO REALRETIREMENT 2050 FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		6,886.44			16.41%
PIMCO REALRETIREMENT 2050 FUND	C	**	SSB&T CUST ROTH IRA FBO, MITCHELL M CYPERS, 1917 DAN DR, LAYTON UT 84040-2331		6,790.24			16.18%
PIMCO REALRETIREMENT 2050 FUND	C	**	SSB&T CUST IRA, FBO JAMES H SPIVEY, 107 KENDALL CT, GOOSE CREEK SC 29445-5332		3,735.55			8.90%

307

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2050 FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		165,637.17	*		61.19%
PIMCO REALRETIREMENT 2050 FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		49,477.62			18.28%
PIMCO REALRETIREMENT 2050 FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		28,667.20			10.59%
PIMCO REALRETIREMENT 2050 FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		436,172.99	*		54.85%
PIMCO REALRETIREMENT 2050 FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		257,871.51	*		32.43%
PIMCO REALRETIREMENT 2050 FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		67,296.70			8.46%
PIMCO REALRETIREMENT 2050 FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,357.67	*		100.00%
PIMCO REALRETIREMENT 2050 FUND	R	**	ORCHARD TR CO TTEE, EMPLOYEE BENEFITS CLIENTS 401K, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		24,078.81	*		57.07%

308

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT 2050 FUND	R	**	FRONTIER TR CO FBO, DIDIT 401K SALARY SAVINGS PLAN XXXXX, P O BOX 10758, FARGO ND 58106-0758		9,600.52			22.75%
PIMCO REALRETIREMENT 2050 FUND	R	**	MID ATLANTIC TR CO FBO, BUCKLEY & THEROUX LLC 401K PLAN, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		3,347.18			7.93%
PIMCO REALRETIREMENT 2050 FUND	R	**	MID ATLANTIC TR CO FBO, MICROMIDAS INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		3,125.33			7.41%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		182,835.34	*		25.33%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		117,911.03			16.33%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		79,263.70			10.98%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	A	**	SSB&T CUST IRA, FBO EDWARD J CIASCHI, 1599 EAST AVE, ROCHESTER NY 14610-1616		40,923.52			5.67%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,102,586.74	*		44.60%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Administrative	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		717,766.54	*		29.04%

309

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		650,473.15	*		26.31%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		38,834.23			20.71%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	C	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		36,114.47			19.26%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		11,284.46			6.02%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		10,633.59			5.67%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	C	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		9,936.36			5.30%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		101,119.97	*		51.97%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		27,577.97			14.17%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	D	**	AMERITRADE INC FBO XXXXX, PO BOX 2226, OMAHA NE 68103-2226		14,824.69			7.62%

310

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		409,306.01	*		55.72%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		178,403.99			24.29%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	Institutional	**	VANGUARD MARKETING CORPORATION, 100 VANGUARD BLVD, MALVERN PA 19355-2331		55,145.86			7.51%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	MID ATLANTIC TR CO FBO, SALEM CREEK INC 401K PSP, & TR, 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228		11,158.00	*		36.16%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		4,581.45			14.85%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	MG TRUST COMPANY CUST. FBO, WESTBROOK EMPLOYEES SAVINGS TRUST, 700 17TH STREET, SUITE 300, DENVER CO 80202-3531		4,320.38			14.00%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	ORCHARD TR CO TTEE, EMPLOYEE BENEFITS CLIENTS 401K, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		3,138.77			10.17%
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	JAMES TAYLOR NPM & MICHELLE TAYLOR, TTEES FBO ADVANCED ANKLE &, FOOT SURGEONS LLC 401(K) PLAN, PARTICIPANTS, 4600 MEMORIAL DR STE 80, BELLEVILLE IL 62226-5359		2,323.07			7.53%

311

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO REALRETIREMENT INCOME AND DISTRIBUTION FUND	R	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		2,274.67			7.37%
PIMCO SENIOR FLOATING RATE FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		252,906.95	*		32.44%
PIMCO SENIOR FLOATING RATE FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		169,893.53			21.79%
PIMCO SENIOR FLOATING RATE FUND	A	**	RBC CAPITAL MARKETS LLC MUTUAL, FUND OMNIBUS PROCESSING, ATTN: MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110		90,229.17			11.58%
PIMCO SENIOR FLOATING RATE FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR C USTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		87,168.50			11.18%
PIMCO SENIOR FLOATING RATE FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		87,718.39			24.30%
PIMCO SENIOR FLOATING RATE FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		37,063.49			10.27%
PIMCO SENIOR FLOATING RATE FUND	C	**	JANNEY MONTGOMERY SCOTT LLC, EXCLUSIVE BENEFIT OF CUSTOMERS, 1801 MARKET ST, PHILADELPHIA PA 19103-1675		33,902.09			9.39%
PIMCO SENIOR FLOATING RATE FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		32,497.79			9.00%

312

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SENIOR FLOATING RATE FUND	C	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		26,563.78			7.36%
PIMCO SENIOR FLOATING RATE FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		91,471.53	*		40.73%
PIMCO SENIOR FLOATING RATE FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		63,513.96	*		28.28%
PIMCO SENIOR FLOATING RATE FUND	D	**	TRUST COMPANY OF AMERICA, FBO XXXXX, PO BOX 6503, ENGLEWOOD CO 80155-6503		52,081.26			23.19%
PIMCO SENIOR FLOATING RATE FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		48,616,789.05	*		61.59%
PIMCO SENIOR FLOATING RATE FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		25,200,611.00	*		31.93%
PIMCO SENIOR FLOATING RATE FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		252,593.38	*		76.76%
PIMCO SENIOR FLOATING RATE FUND	P	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		45,029.27			13.68%

313

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SENIOR FLOATING RATE FUND	P	**	JANNEY MONTGOMERY SCOTT LLC, EXCLUSIVE BENEFIT OF CUSTOMERS, 1801 MARKET ST, PHILADELPHIA PA 19103-1675		23,512.81			7.15%
PIMCO SENIOR FLOATING RATE FUND	R	**	SAMMONS FINANCIAL NETWORK, 5801 SW 6TH AVE, TOPEKA KS 66636-1001		46,633.52	*		97.84%
PIMCO SHORT ASSET INVESTMENT FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		11,940.30	*		92.27%
PIMCO SHORT ASSET INVESTMENT FUND	A	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.15			7.73%
PIMCO SHORT ASSET INVESTMENT FUND	Administrative	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.23	*		100.00%
PIMCO SHORT ASSET INVESTMENT FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		8,894.77	*		89.89%
PIMCO SHORT ASSET INVESTMENT FUND	D	**	ALLIANZ GLOBAL INVESTORS, ATTN VINH NGUYEN, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.16			10.11%
PIMCO SHORT ASSET INVESTMENT FUND	Institutional	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		300,127.28	*		77.02%

314

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT ASSET INVESTMENT FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		69,654.80			17.87%
PIMCO SHORT ASSET INVESTMENT FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		19,897.04			5.11%
PIMCO SHORT ASSET INVESTMENT FUND	P	**	ALLIANZ GLOBAL INVESTORS OF, AMERICA LP, ATTN: DONNA THOMPSON, 680 NEWPORT CENTER DR STE 250, NEWPORT BEACH CA 92660-4046		1,000.33	*		100.00%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		7,827,259.17	*		43.53%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,175,921.77			12.10%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,915,945.52			10.66%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,321,697.04			7.35%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	A	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,098,578.38			6.11%

315

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	Administrative	**	GENWORTH FINANCIAL TRUST COMPANY, FBO GFWM & MUTUAL CLIENTS & FOR THE, BENEFIT OF OTHER CUST CLIENTS, 3200 N CENTRAL AVE STE 700, PHOENIX AZ 85012-2468		432,120.94	*		99.98%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		395,710.66			18.44%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		353,183.65			16.46%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		221,460.00			10.32%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		208,243.57			9.70%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		192,628.00			8.98%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		155,566.53			7.25%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		111,452.79			5.19%

316

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		187,867.59	*		36.94%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		120,777.06			23.75%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		74,061.70			14.56%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	D	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		30,940.97			6.08%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001		28,856.66			5.67%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		19,171,573.95	*		79.74%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,664,757.17			15.24%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		666,252.42	*		38.64%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		453,783.59	*		26.32%

317

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		192,548.79			11.17%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		178,111.96			10.33%
PIMCO SHORT DURATION MUNICIPAL INCOME FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		141,613.21			8.21%
PIMCO SHORT-TERM FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		31,483,937.76	*		29.36%
PIMCO SHORT-TERM FUND	A	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		14,379,955.42			13.41%
PIMCO SHORT-TERM FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		10,371,502.92			9.67%
PIMCO SHORT-TERM FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		7,998,739.94			7.46%
PIMCO SHORT-TERM FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		7,888,809.12			7.36%
PIMCO SHORT-TERM FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		6,503,537.54			6.07%

318

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT-TERM FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		5,399,560.48			5.04%
PIMCO SHORT-TERM FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		288,650,555.37	*		97.42%
PIMCO SHORT-TERM FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		13,483.03			13.91%
PIMCO SHORT-TERM FUND	B	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		12,231.85			12.62%
PIMCO SHORT-TERM FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		10,175.65			10.50%
PIMCO SHORT-TERM FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		10,053.56			10.37%
PIMCO SHORT-TERM FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		9,037.99			9.32%
PIMCO SHORT-TERM FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		8,777.52			9.05%
PIMCO SHORT-TERM FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		6,000.20			6.19%

319

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT-TERM FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		3,840,850.08			17.78%
PIMCO SHORT-TERM FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		2,996,872.54			13.88%
PIMCO SHORT-TERM FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		2,372,914.90			10.99%
PIMCO SHORT-TERM FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,349,232.86			10.88%
PIMCO SHORT-TERM FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		1,910,375.57			8.85%
PIMCO SHORT-TERM FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,442,700.46			6.68%
PIMCO SHORT-TERM FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		1,430,618.22			6.62%
PIMCO SHORT-TERM FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		19,206,401.35	*		46.04%

320

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT-TERM FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		14,304,728.15	*		34.29%
PIMCO SHORT-TERM FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		3,228,654.76			7.74%
PIMCO SHORT-TERM FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPARTMENT, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		143,182,210.79			23.49%
PIMCO SHORT-TERM FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		95,202,420.19			15.62%
PIMCO SHORT-TERM FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		29,279,405.56	*		51.31%
PIMCO SHORT-TERM FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		12,518,689.93			21.94%
PIMCO SHORT-TERM FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		5,495,578.48			9.63%
PIMCO SHORT-TERM FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,339,492.66			5.85%

321

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SHORT-TERM FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		261,186.40	*		25.99%
PIMCO SHORT-TERM FUND	R	**	MG TR CO CUST FBO, EXCELSO COFFEE CO INC, 700 17TH STREET SUITE 300, DENVER CO 80202-3531		106,435.36			10.59%
PIMCO SHORT-TERM FUND	R	**	ATTN NPIO TRADE DESK, DCGT TRUSTEE & OR CUSTODIAN, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED PRIN ADVTG OMNIBUS, 711 HIGH ST, DES MOINES IA 50392-0001		97,967.04			9.75%
PIMCO SHORT-TERM FUND	R	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		83,031.26			8.26%
PIMCO SHORT-TERM FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		54,555.22			5.43%
PIMCO SMALL CO FUNDAMENTAL INDEX+ TR STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		19,047,373.13	*		55.52%
PIMCO SMALL CO FUNDAMENTAL INDEX+ TR STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		14,326,122.47	*		41.76%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,286,007.10	*		26.95%

322

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,098,470.61		12.95%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		762,088.21		8.99%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		514,732.09		6.07%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, PO BOX 9446, MINNEAPOLIS MN 55440-9446		465,363.06		5.49%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	A	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		428,079.28		5.05%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		588,525.14		18.01%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		429,462.74		13.14%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		353,015.25		10.80%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	C	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		322,419.19		9.87%

323

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SMALL-CAP STOCKSPLUS TR FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		288,525.00			8.83%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		6,400,680.50	*		60.86%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,676,332.91	*		25.45%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		10,231,692.85	*		42.69%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		5,109,738.79			21.32%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	Institutional	**	DINGLE & CO, C/O COMERICA BANK, PO BOX 75000, DETROIT MI 48275-0001		1,236,088.92			5.16%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	Institutional	**	NORTHERN TR CO TTEE FBO, SUNBEAM BATTERYMARCH SMALL AC XXXXX, PO BOX 92956, CHICAGO IL 60675-0001		1,225,880.46			5.11%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		327,994.28	*		36.70%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		195,481.90			21.88%

324

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO SMALL-CAP STOCKSPLUS TR FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		144,326.33			16.15%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		121,079.16			13.55%
PIMCO SMALL-CAP STOCKSPLUS TR FUND	P	**	STIFEL NICOLAUS & CO INC, 501 NORTH BROADWAY, SAINT LOUIS MO 63102-2188		46,373.34			5.19%
STOCKSPLUS FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,440,925.33			15.98%
STOCKSPLUS FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		841,879.22			9.34%
STOCKSPLUS FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		751,758.33			8.34%
STOCKSPLUS FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		705,675.81			7.83%
STOCKSPLUS FUND	A	**	WILMINGTON TRUST RISC TTEE FBO, IBEW LOCAL 332 PENSION PLAN PART, B, PO BOX 52129, PHOENIX AZ 85072-2129		554,032.00			6.14%
STOCKSPLUS FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		151,453.73	*		37.43%

325

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
STOCKSPLUS FUND	Administrative	**	CITY NATIONAL BANK, FBO WESTERN GROWERS ASSOC, RETIREMENT SECURITY PLAN, A/C XXXXX, 555 S FLOWER ST STE 1000, LOS ANGELES CA 90071-2429		103,577.27	*		25.59%
STOCKSPLUS FUND	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		90,256.24			22.30%
STOCKSPLUS FUND	Administrative	**	MG TRUST CO AS THE AGENT FOR NTC &, CO CUSTODIAN FBO QUALIFIED PLANS, PO BOX 5508, DENVER CO 80217-5508		31,505.24			7.79%
STOCKSPLUS FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		20,157.55			9.88%
STOCKSPLUS FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		20,094.81			9.85%
STOCKSPLUS FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		11,051.72			5.42%
STOCKSPLUS FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		10,906.24			5.35%
STOCKSPLUS FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		883,050.64			14.69%
STOCKSPLUS FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		682,158.30			11.34%

326

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
STOCKSPLUS FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		435,237.66			7.24%
STOCKSPLUS FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		423,913.51			7.05%
STOCKSPLUS FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		406,493.34			6.76%
PIMCO STOCKSPLUS FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		667,961.23	*		57.96%
PIMCO STOCKSPLUS FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		174,347.69			15.13%
PIMCO STOCKSPLUS FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		112,677.19			9.78%
PIMCO STOCKSPLUS FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		58,331.12			5.06%
PIMCO STOCKSPLUS FUND	Institutional	**	STATE STREET KANSAS CITY FBO, PIMCO GLOBAL MULTI-ASSET FND, ATTN: CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		59,661,950.12	*		54.33%
PIMCO STOCKSPLUS FUND	Institutional	**	STATE STREET BANK FBO, PVIT GLOBAL MULTI ASSET PORT, 801 PENNSYLVANIA AVE, ATTN CHUCK NIXON, KANSAS CITY MO 64105-1307		19,688,852.32			17.93%

327

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		5,598,878.50			5.10%
PIMCO STOCKSPLUS FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		297,564.21	*		62.69%
PIMCO STOCKSPLUS FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		51,321.94			10.81%
PIMCO STOCKSPLUS FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		47,256.31			9.96%
PIMCO STOCKSPLUS FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		32,285.51			6.80%
PIMCO STOCKSPLUS FUND	P	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		24,237.10			5.11%
PIMCO STOCKSPLUS FUND	R	**	MASSACHUSETTES MUTUAL, LIFE INSURANCE CO, 1295 STATE STREET MIP N255, SPRINGFIELD MA 01111-0001		76,715.56	*		26.50%
PIMCO STOCKSPLUS FUND	R	**	CAPITAL BANK & TRUST COMPANY TTEE, FBO STAMPS COM INC 401K PLAN, C/O PLAN PREMIER/FASCORE LLC, 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111-5002		63,826.40			22.05%

328

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		28,912.32		9.99%
PIMCO STOCKSPLUS FUND	R	**	MG TRUST COMPANY CUSTODIAN, FBO DANIS ENVIRONMENTAL INDUSTRIES, 700 17TH STREET, SUITE 300, DENVER CO 80202-3531		19,118.36		6.61%
PIMCO STOCKSPLUS FUND	R		CBNA CUST FBO, FRINGE BENEFITS DESIGNS RETIREMENT, 6 RHOADS DR STE 7, UTICA NY 13502-6317		18,826.90		6.50%
PIMCO STOCKSPLUS FUND	R	**	FRONTIER TR CO FBO, STYLEX INC RET PLAN SAVINGS XXXXX, PO BOX 10758, FARGO ND 58106-0758		17,365.57		6.00%
PIMCO STOCKSPLUS LONG DURATION FUND	Institutional		REED ELSEVIER US RETIREMENT PLAN, ATTN LYNN FORMICA, 2 NEWTON PL STE 350, NEWTON MA 02458-1643		16,173,927.73		24.56%
PIMCO STOCKSPLUS LONG DURATION FUND	Institutional	**	NORTHERN TRUST AS TRUSTEE FBO, NEW YORK TIMES CO PENSION TRUST, XXXXX, PO BOX 92956, CHICAGO IL 60675-2956		13,892,102.63		21.10%
PIMCO STOCKSPLUS LONG DURATION FUND	Institutional		SPX CORPORATION, ATTN SCOTT SPROULE, 13515 BALLANTYNE CORPORATE PL, CHARLOTTE NC 28277-2706		11,791,655.51		17.91%
PIMCO STOCKSPLUS LONG DURATION FUND	Institutional		S D WARREN CO, 255 STATE ST STE 4A, BOSTON MA 02109-2618		11,198,771.17		17.01%
PIMCO STOCKSPLUS TOTAL RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		859,100.57		9.09%

329

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TOTAL RETURN FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		662,608.15		7.01%
PIMCO STOCKSPLUS TOTAL RETURN FUND	A		BPPR AS TRUSTEE, FBO GFR RETIREMENT SAVINGS PLAN, POPULAR STREET BUILDING, 153 PONCE DE LEON AVE 8TH FLOOR, TRUST DIVISION, SAN JUAN PR 00917-1245		634,773.29		6.72%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		29,945.34		18.12%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		22,143.48		13.40%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY STREET, SAN FRANCISCO CA 94104-4151		21,953.87		13.28%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		16,186.49		9.79%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		13,626.81		8.24%
PIMCO STOCKSPLUS TOTAL RETURN FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		10,608.70		6.42%

330

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		529,351.29		15.87%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		451,806.74		13.55%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		421,088.97		12.63%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		237,732.96		7.13%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		234,595.63		7.03%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		214,231.10		6.42%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		187,127.89		5.61%
PIMCO STOCKSPLUS TOTAL RETURN FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		182,946.08		5.49%

331

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TOTAL RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		10,376,092.22	*		49.19%
PIMCO STOCKSPLUS TOTAL RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		6,625,085.33	*		31.41%
PIMCO STOCKSPLUS TOTAL RETURN FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		2,444,691.58			11.59%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		341,817.57			23.55%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		235,361.54			16.21%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		219,924.62			15.15%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		203,647.73			14.03%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		197,429.56			13.60%
PIMCO STOCKSPLUS TOTAL RETURN FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		196,391.05			13.53%

332

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		9,180,659.26	*		25.55%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		5,696,743.98			15.85%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,004,461.67			11.14%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	A	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		3,051,780.75			8.49%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		1,659,394.58			20.81%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		1,313,618.61			16.47%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		854,702.16			10.72%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		853,562.85			10.70%

333

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		592,833.25			7.43%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		521,470.99			6.54%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		496,431.52			6.22%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		8,658,821.84	*		40.85%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		6,633,126.43	*		31.29%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,789,463.54			13.16%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		368,037,898.87	*		89.78%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		20,736,724.03			5.06%

334

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		4,687,450.28	*		27.75%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		4,438,927.28	*		26.28%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,776,101.51			22.36%
PIMCO STOCKSPLUS TR SHORT STRATEGY FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		3,368,243.63			19.94%
PIMCO STOCKSPLUS® TOTAL RETURN FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		7,884,153.15	*		40.13%
PIMCO STOCKSPLUS® TOTAL RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		3,877,154.33			19.74%
PIMCO STOCKSPLUS® TOTAL RETURN FUND	Institutional	**	STATE STREET AS CUST FBO SOUTH, DAKOTA HIGHER EDUCATION TR SELECT, PIMCO PIMCO STOCKSPLUS TR FD INV PORT, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		1,970,392.48			10.03%
PIMCO STOCKSPLUS® TOTAL RETURN FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		1,837,117.35			9.35%
PIMCO STOCKSPLUS® TOTAL RETURN FUND	Institutional	**	KEYBANK NA, FBO SBC HOLD PP-PIMCO PIMCO STOCKSPLUS FD XXXXX, PO BOX 94871, CLEVELAND OH 44101-4871		993,745.24			5.06%

335

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TAX MANAGED REAL RETURN FUND	A	**	MORGAN STANLEY & CO FBO, TED MCCOURTNEY, 200 ALLISON RD, KATONAH NY 10536-3444		511,058.81	*		49.63%
PIMCO TAX MANAGED REAL RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		96,373.32			9.36%
PIMCO TAX MANAGED REAL RETURN FUND	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		59,768.06			5.80%
PIMCO TAX MANAGED REAL RETURN FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		58,599.98			5.69%
PIMCO TAX MANAGED REAL RETURN FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		103,552.18	*		34.01%
PIMCO TAX MANAGED REAL RETURN FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		63,166.40			20.74%
PIMCO TAX MANAGED REAL RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		24,897.95			8.18%
PIMCO TAX MANAGED REAL RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		246,984.55	*		61.61%

336

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TAX MANAGED REAL RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNTS, FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		68,603.57			17.11%
PIMCO TAX MANAGED REAL RETURN FUND	D	**	TD AMERITRADE INC FEBO, OUR CLIENT, PO BOX 2226, OMAHA NE 68103-2226		38,966.88			9.72%
PIMCO TAX MANAGED REAL RETURN FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		4,566,100.02	*		84.42%
PIMCO TAX MANAGED REAL RETURN FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		451,332.10			8.34%
PIMCO TAX MANAGED REAL RETURN FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		67,836.15	*		32.09%
PIMCO TAX MANAGED REAL RETURN FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		46,154.99			21.83%
PIMCO TAX MANAGED REAL RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		41,494.78			19.63%
PIMCO TAX MANAGED REAL RETURN FUND	P	**	STIFEL NICOLAUS & CO INC, 501 NORTH BROADWAY, SAINT LOUIS MO 63102-2188		26,870.03			12.71%
PIMCO TAX MANAGED REAL RETURN FUND	P	**	SALOMON SMITH BARNEY, 333 W 34TH ST, NEW YORK NY 10001-2417		20,336.89			9.62%
PIMCO TOTAL RETURN FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		264,305,554.03			11.25%

337

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		247,222,805.61			10.52%
PIMCO TOTAL RETURN FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		205,302,422.16			8.74%
PIMCO TOTAL RETURN FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		183,680,111.32			7.82%
PIMCO TOTAL RETURN FUND	A	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		122,569,154.67			5.22%
PIMCO TOTAL RETURN FUND	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,258,551,696.35	*		44.50%
PIMCO TOTAL RETURN FUND	B	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		7,446,797.62	*		25.52%
PIMCO TOTAL RETURN FUND	B	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		5,861,821.13			20.09%
PIMCO TOTAL RETURN FUND	B	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		4,622,067.19			15.84%
PIMCO TOTAL RETURN FUND	B	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		2,277,448.89			7.80%

338

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND	B	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		1,840,429.29			6.31%
PIMCO TOTAL RETURN FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		290,295,244.78	*		27.29%
PIMCO TOTAL RETURN FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		137,130,832.91			12.89%
PIMCO TOTAL RETURN FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		99,150,143.97			9.32%
PIMCO TOTAL RETURN FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		95,652,621.55			8.99%
PIMCO TOTAL RETURN FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		66,463,249.23			6.25%
PIMCO TOTAL RETURN FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		59,444,002.74			5.59%
PIMCO TOTAL RETURN FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		59,043,775.89			5.55%

339

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		737,981,028.77	*		44.64%
PIMCO TOTAL RETURN FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		478,040,849.22	*		28.92%
PIMCO TOTAL RETURN FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		87,465,718.03			5.29%
PIMCO TOTAL RETURN FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		3,830,241,699.82	*		27.06%
PIMCO TOTAL RETURN FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		2,104,977,598.62			14.87%
PIMCO TOTAL RETURN FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		335,025,018.44	*		33.11%
PIMCO TOTAL RETURN FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		170,878,255.40			16.89%
PIMCO TOTAL RETURN FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		130,954,173.79			12.94%
PIMCO TOTAL RETURN FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		111,548,342.70			11.03%

340

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		73,517,946.78			7.27%
PIMCO TOTAL RETURN FUND	P	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		55,735,350.32			5.51%
PIMCO TOTAL RETURN FUND	R	**	HARTFORD LIFE INSURANCE CO, 401K SEPARATE ACCOUNT, PO BOX 2999, HARTFORD CT 06104-2999		55,182,207.87			18.68%
PIMCO TOTAL RETURN FUND	R	**	DCGT AS TTEE AND/OR CUST, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED FIA OMNIBUS, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		21,339,767.88			7.22%
PIMCO TOTAL RETURN FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		15,732,604.56			5.32%
PIMCO TOTAL RETURN FUND	R	**	STATE STREET BANK TRUSTEE, AND/OR CUSTODIAN, FBO ADP ACCESS, 1 LINCOLN ST, BOSTON MA 02111-2901		14,867,206.02			5.03%
PIMCO TOTAL RETURN FUND	R	**	DCGT AS TTEE AND/OR CUST, FBO PRINCIPAL FINANCIAL GROUP QUALI, FIED PRIN ADVTG OMNIBUS, ATTN NPIO TRADE DESK, 711 HIGH ST, DES MOINES IA 50392-0001		14,807,149.75			5.01%
PIMCO TOTAL RETURN FUND II	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,934,998.42	*		39.38%
PIMCO TOTAL RETURN FUND II	Administrative	**	NEW YORK LIFE TRUST COMPANY, 169 LACKAWANNA AVE, PARSIPPANY NJ 07054-1007		779,955.82			10.47%

341

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND II	Administrative	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		674,926.64			9.06%
PIMCO TOTAL RETURN FUND II	Administrative	**	CHARLES SCHWAB & CO SPECIAL CUSTODY, ACCT FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMERS, ATTN: CAROL WU/MUTUAL FUND OPS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		568,175.71			7.62%
PIMCO TOTAL RETURN FUND II	Administrative	**	PIMS/PRUDENTIAL RETIREMENT, AS NOMINEE FOR THE TTEE/CUST PL XXXXX, NEIGHBORWORKS AMERICA RETIREMENT, 1325 G STREET NW, SUITE 800, WASHINGTON DC 20005-3104		558,324.79			7.49%
PIMCO TOTAL RETURN FUND II	Administrative	**	ING, FRAMEWORK, TRUSTEE: RELIANCE TRUST COMPANY, 400 ATRIUM DRIVE, SOMERSET NJ 08873-4162		528,945.55			7.10%
PIMCO TOTAL RETURN FUND II	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		45,487,866.08			17.40%
PIMCO TOTAL RETURN FUND II	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		41,512,587.90			15.88%
PIMCO TOTAL RETURN FUND II	P	**	JPMORGAN CHASE AS TRUSTEE FBO, AWG RESTATED 401(K) PLAN, 11500 OUTLOOK ST, OVERLAND PARK KS 66211-1804		624,075.77	*		38.54%
PIMCO TOTAL RETURN FUND II	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		523,843.36	*		32.35%
PIMCO TOTAL RETURN FUND II	P	**	JPMORGAN CHASE AS TRUSTEE FBO, HAC, INC. 401(K) PLAN, 11500 OUTLOOK ST, OVERLAND PARK KS 66211-1804		81,895.45			5.06%

342

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND III	Administrative	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		5,913,567.49	*		54.15%
PIMCO TOTAL RETURN FUND III	Administrative	**	JP MORGAN CHASE BANK TTEE/CUST, FBO TIAA CREF RETIREMENT PLAN, PROGRAM, 1 CHASE MANHATTAN PLAZA, NEW YORK NY 10005-1401		1,156,332.16			10.59%
PIMCO TOTAL RETURN FUND III	Administrative	**	WILMINGTON TRUST CO TTEE FBO, ENVIRONMENTAL DEFENSE RET SVS PL, 403B A/C XXXXX, C/O MUTUAL FUNDS, PO BOX 8880, WILMINGTON DE 19899-8880		664,274.61			6.08%
PIMCO TOTAL RETURN FUND III	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		71,450,496.91			19.64%
PIMCO TOTAL RETURN FUND III	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		48,231,738.01			13.26%
PIMCO TOTAL RETURN FUND III	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		3,219,264.75	*		39.28%
PIMCO TOTAL RETURN FUND III	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		3,052,297.58	*		37.24%
PIMCO TOTAL RETURN FUND III	P	**	RBC CAPITAL MARKETS LLC, MUTUAL FUND OMNIBUS PROCESSING, OMNIBUS, ATTN MUTUAL FUND OPS MANAGER, 510 MARQUETTE AVE S, MINNEAPOLIS MN 55402-1110		1,172,323.84			14.30%

343

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO TOTAL RETURN FUND IV	A	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		391,844.43	*		66.59%
PIMCO TOTAL RETURN FUND IV	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR C USTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		60,838.15			10.34%
PIMCO TOTAL RETURN FUND IV	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		36,968.12			6.28%
PIMCO TOTAL RETURN FUND IV	C	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HTS MO 63043-3009		30,907.15	*		96.56%
PIMCO TOTAL RETURN FUND IV	Institutional	**	EDWARD D JONES & CO, ATTN MUTUAL FUND, SHAREHOLDER ACCOUNTING, 201 PROGRESS PKWY, MARYLAND HEIGHTS MO 63043-3009		62,265,939.17	*		95.32%
PIMCO TOTAL RETURN FUND IV	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		488,635.11	*		98.98%
PIMCO UNCONSTRAINED BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		41,603,136.48	*		28.28%
PIMCO UNCONSTRAINED BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		19,803,193.09			13.46%

344

Fund Name	Class		Registration	Shares Beneficially Owned		Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		14,586,139.68		9.92%
PIMCO UNCONSTRAINED BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		11,443,499.74		7.78%
PIMCO UNCONSTRAINED BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		20,052,817.97		23.18%
PIMCO UNCONSTRAINED BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		11,303,627.67		13.07%
PIMCO UNCONSTRAINED BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		8,803,536.67		10.18%
PIMCO UNCONSTRAINED BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		8,002,824.74		9.25%
PIMCO UNCONSTRAINED BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		7,971,380.36		9.22%
PIMCO UNCONSTRAINED BOND FUND	C	**	CITIGROUP GLOBAL MARKETS, INC, XXXXX, ATTN CINDY TEMPESTA 7TH FL, 333 WEST 34TH ST, NEW YORK NY 10001-2417		5,434,532.55		6.28%
PIMCO UNCONSTRAINED BOND FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		4,886,812.34		5.65%

345

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		4,634,481.98			5.36%
PIMCO UNCONSTRAINED BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		26,030,662.00	*		25.04%
PIMCO UNCONSTRAINED BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		23,675,255.61			22.77%
PIMCO UNCONSTRAINED BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		19,376,715.44			18.64%
PIMCO UNCONSTRAINED BOND FUND	D	**	GENWORTH FINANCIAL TRUST COMPANY, FBO GENWORTH FINANCIAL WEALTH, MANAGEMENT & MUTUAL FUND CLIENTS, FBO OTHER CUSTODIAL ACCOUNTS, 3200 NORTH CENTRAL AVENUE, PHOENIX AZ 85012-2468		18,133,370.83			17.44%
PIMCO UNCONSTRAINED BOND FUND	D	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		8,403,756.35			8.08%
PIMCO UNCONSTRAINED BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		201,926,205.24	*		26.26%

346

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		119,492,678.68			15.54%
PIMCO UNCONSTRAINED BOND FUND	Institutional	**	STATE STREET BANK & TRUST CO FBO, PIMCO ALL ASSET ALL AUTHORITY FUND, ATTN CHUCK NIXON, 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307		58,991,931.43			7.67%
PIMCO UNCONSTRAINED BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		36,788,911.36	*		31.50%
PIMCO UNCONSTRAINED BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		25,698,081.44			22.01%
PIMCO UNCONSTRAINED BOND FUND	P	**	CITIGROUP GLOBAL MARKETS INC, HOUSE ACCOUNT, 700 RED BROOK BLVD, OWINGS MILLS MD 21117-5184		16,049,428.32			13.74%
PIMCO UNCONSTRAINED BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		15,743,494.04			13.48%
PIMCO UNCONSTRAINED BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		9,134,928.70			7.82%
PIMCO UNCONSTRAINED BOND FUND	R	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		369,617.11	*		27.75%
PIMCO UNCONSTRAINED BOND FUND	R	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		189,908.99			14.26%

347

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED BOND FUND	R	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		138,226.12			10.38%
PIMCO UNCONSTRAINED BOND FUND	R	**	TD AMERITRADE TR CO, CO# XXXXX, PO BOX 17748, DENVER CO 80217-0748		87,760.79			6.59%
PIMCO UNCONSTRAINED BOND FUND	R	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		68,220.94			5.12%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	A	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,962,663.37	*		42.12%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	A	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		488,797.37			10.49%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	A	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		433,178.85			9.30%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	A	**	AMERICAN ENTERPRISE INVESTMENT SVC, FBO XXXXX, 707 2ND AVE SOUTH, MINNEAPOLIS MN 55402-2405		311,291.49			6.68%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	A	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		292,922.10			6.29%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	MLPF&S FOR THE SOLE BENEFIT, OF ITS CUSTOMERS, ATTN FUND ADMN XXXXX, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		670,049.15	*		38.34%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		164,458.99			9.41%

348

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		162,744.67			9.31%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		129,513.73			7.41%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FLOOR, ONE WORLD FINANCIAL CENTER, 200 LIBERTY ST, NEW YORK NY 10281-1003		117,700.26			6.73%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, PLAZA 2, 3RD FLOOR, JERSEY CITY NJ 07311		100,621.61			5.76%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	C	**	UBS WM USA, XXXXX, OMNI A/C M/F, ATTN DEPT MANAGER, 499 WASHINGTON BLVD 9TH FL, JERSEY CITY NJ 07310-2055		96,780.37			5.54%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	D	**	NATIONAL FINANCIAL SERVICES LLC, FOR THE BENEFIT OF OUR CUSTOMERS, ATTN MUTUAL FUNDS DEPT 5TH FL, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		1,012,074.43	*		59.92%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	D	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCT FBO CUSTOMERS, ATTN MUTUAL FUNDS, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		400,110.49			23.69%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	D	**	PERSHING LLC, 1 PERSHING PLZ, JERSEY CITY NJ 07399-0002		130,589.08			7.73%

349

Fund Name	Class		Registration	Shares Beneficially Owned			Percentage  of Outstanding Shares of Class Owned
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	Institutional	**	CHARLES SCHWAB & CO INC, SPECIAL CUSTODY ACCOUNT FOR THE, EXCLUSIVE BENEFIT OF OUR CUSTOMERS, ATTN: MUTUAL FUNDS DEPT, 101 MONTGOMERY ST, SAN FRANCISCO CA 94104-4151		3,503,618.18	*		27.97%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	Institutional	**	DINGLE & CO C/O COMERICA BANK, PO BOX 75000, ATTN MUTUAL FUNDS 3446, DETROIT MI 48275-3446		2,923,973.18			23.34%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	Institutional	**	NFS FOR EXCLUSIVE BENEFIT OF OUR, CUSTOMER, 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003		2,705,300.64			21.59%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	Institutional	**	TD AMERITRADE INC FOR THE, EXCLUSIVE BENEFIT OF OUR CLIENTS, PO BOX 2226, OMAHA NE 68103-2226		1,439,938.20			11.49%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	P	**	MERRILL LYNCH PIERCE FENNER, & SMITH INC FOR THE SOLE BENEFIT OF, ITS CUSTOMERS, 4800 DEER LAKE DR E FL 3, JACKSONVILLE FL 32246-6484		1,651,916.20	*		39.48%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	P	**	LPL FINANCIAL, A/C XXXXX, 9785 TOWNE CENTRE DRIVE, SAN DIEGO CA 92121-1968		624,975.14			14.94%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	P	**	MORGAN STANLEY SMITH BARNEY, HARBORSIDE FINANCIAL CENTER, JERSEY CITY NJ 07311		598,778.60			14.31%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	P	**	RAYMOND JAMES, OMNIBUS FOR MUTUAL FUNDS, HOUSE ACCT FIRM XXXXX, ATTN COURTNEY WALLER, 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100		535,195.17			12.79%
PIMCO UNCONSTRAINED TAX MANAGED BOND FUND	P	**	FIRST CLEARING LLC, SPECIAL CUSTODY ACCT FOR THE, EXCLUSIVE BENEFIT OF CUSTOMER, 2801 MARKET ST, SAINT LOUIS MO 63103-2523		489,968.71			11.71%

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

(**) Entity owned 25% or more of the outstanding shares of beneficial interest of the Class, and therefore may be presumed to “control” the Class, as that term is defined in the 1940 Act.

350

Code of Ethics

The Trust, PIMCO, Research Affiliates and the Distributor each have adopted a Code of Ethics pursuant to the requirements of the 1940 Act and the Advisers Act. These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including securities that may be purchased or held by the Funds.

Custodian, Transfer Agent and Dividend Disbursing Agent

State Street Bank and Trust Company (“State Street”), 801 Pennsylvania, Kansas City, Missouri 64105, serves as custodian for assets of the Funds. Under the custody agreement, State Street may hold the foreign securities at its principal office at 225 Franklin Street, Boston, Massachusetts 02110, and at State Street’s branches, and subject to approval by the Board of Trustees, at a foreign branch of a qualified U.S. bank, with an eligible foreign subcustodian, or with an eligible foreign securities depository.

Pursuant to rules adopted under the 1940 Act, the Trust may maintain foreign securities and cash in the custody of certain eligible foreign banks and securities depositories. Selection of these foreign custodial institutions is made by the Board of Trustees following a consideration of a number of factors, including (but not limited to) the reliability and financial stability of the institution; the ability of the institution to perform capably custodial services for the Trust; the reputation of the institution in its national market; the political and economic stability of the country in which the institution is located; and further risks of potential nationalization or expropriation of Trust assets. The Board of Trustees reviews annually the continuance of foreign custodial arrangements for the Trust. No assurance can be given that the Trustees’ appraisal of the risks in connection with foreign custodial arrangements will always be correct or that expropriation, nationalization, freezes, or confiscation of assets that would impact assets of the Funds will not occur, and shareholders bear the risk of losses arising from these or other events.

Boston Financial Data Services – Midwest, 330 W. 9th Street, 5th Floor, Kansas City, Missouri 64105 serves as transfer agent and dividend disbursing agent for the Institutional Class, Class M, Class P, Administrative Class and Class D shares of the Funds. Boston Financial Data Services, Inc., P.O. Box 55060, Boston, Massachusetts 02205-8050 serves as transfer agent and dividend disbursing agent for the Class A, Class B, Class C and Class R shares of the Funds.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 1100 Walnut Street, Suite 1300, Kansas City, Missouri 64106-2197, serves as the independent registered public accounting firm for the Funds. PricewaterhouseCoopers LLP provides audit services, tax assistance and consultation in connection with review of SEC and IRS filings.

Counsel

Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006, passes upon certain legal matters in connection with the shares offered by the Trust, and also acts as counsel to the Trust.

Registration Statement

This Statement of Additional Information and the Prospectuses do not contain all of the information included in the Trust’s registration statement filed with the SEC under the 1933 Act with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statement, including the exhibits filed therewith, may be examined at the offices of the SEC in Washington, D.C.

Statements contained herein and in the Prospectuses as to the contents of any contract or other documents referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other documents filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

Financial Statements

Audited financial statements for the Trust as of March 31, 2012, including the notes thereto, and the reports of PricewaterhouseCoopers LLP thereon, are incorporated herein by reference from the Trust’s March 31, 2012 Annual Reports.

PF000SAI_[ ]

351

PART C. OTHER INFORMATION

Item 28. Exhibits

(a)	(1)	Amended and Restated Declaration of Trust dated December 15, 2010(13)
	(2)	Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest dated November 9, 2010(13)
	(3)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO Total Return Fund IV dated February 7, 2011(16)
	(4)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO Emerging Markets Corporate Bond Fund, PIMCO Senior Floating Rate Portfolio, PIMCO International Fundamental IndexPLUS® TR Strategy Fund, PIMCO RealRetirement® 2015 Fund, PIMCO RealRetirement® 2025 Fund, PIMCO RealRetirement® 2035 Fund and PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund dated February 28, 2011(14)
	(5)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO Senior Floating Rate Fund dated February 7, 2011(16)
	(6)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO Credit Absolute Return Fund and PIMCO Inflation Response Multi-Asset Fund dated May 23, 2011(18)
	(7)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO Low Duration Portfolio and the PIMCO Moderate Duration Portfolio dated August 16, 2011(19)
	(8)	Establishment and Designation of Series of Beneficial Interest relating to the PIMCO RealRetirement® 2045 Fund dated November 8, 2011(20)
	(9)	Establishment and Designation of Additional Series of Shares of Beneficial Interest relating to the PIMCO California Municipal Bond Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Funds: Private Account Portfolio Series – Short Term Floating NAV Portfolio III dated February 28, 2012(21)
	(10)	Establishment and Designation of Additional Series of Beneficial Interest relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage TR Strategy Fund dated August 14, 2012 (27)
	(11)	Establishment and Designation of Additional Series of Beneficial Interest relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November [], 2012(29)
(b)		Amended and Restated By-Laws of Registrant dated December 15, 2010(13)
(c)		Not applicable
(d)	(1)	Amended and Restated Investment Advisory Contract dated February 23, 2009(3)
	(2)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets and Infrastructure Bond Fund and the PIMCO MuniGO Fund dated May 19, 2009(5)
	(3)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Real Income 2019 Fund, PIMCO Real Income 2029 Fund, and PIMCO Tax Managed Real Return Fund dated August 11, 2009 (7)
	(4)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to fee changes dated October 1, 2009(8)
	(5)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO CommoditiesPLUS Strategy Fund and PIMCO CommoditiesPLUS Short Strategy Fund dated February 23, 2010(9)
	(6)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO High Yield Spectrum Fund and PIMCO Funds: Private Account Portfolio Series FX Strategies Portfolio dated August 17, 2010(11)

	(7)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to certain fee reductions dated October 1, 2010(12)
	(8)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Funds: Private Account Portfolio Series Senior Floating Rate Portfolio, PIMCO Senior Floating Rate Fund, PIMCO Total Return Fund IV, PIMCO International Fundamental IndexPLUS® TR Strategy Fund, PIMCO RealRetirement® 2015 Fund, PIMCO RealRetirement® 2025 Fund, PIMCO RealRetirement® 2035 Fund and PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund dated February 28, 2011(15)
	(9)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Credit Absolute Return Fund and PIMCO Inflation Response Multi-Asset Fund dated May 23, 2011(18)
	(10)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Low Duration Portfolio and PIMCO Moderate Duration Portfolio dated August 16, 2011(19)
	(11)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO California Municipal Bond Fund, PIMCO National Intermediate Municipal Bond Fund, PIMCO Short Asset Investment Fund and PIMCO Funds: Private Account Portfolio Series – Short Term Floating NAV Portfolio III dated February 28, 2012(21)
	(12)	Amended and Restated Asset Allocation Sub-Advisory Agreement relating to PIMCO All Asset Fund and PIMCO All Asset All Authority Fund dated December 1, 2010 (17)
	(13)	Sub-Advisory Agreement relating to the PIMCO Fundamental IndexPLUS™ Fund and PIMCO Fundamental IndexPLUS® TR Fund dated October 13, 2006(23)
	(14)	Supplement to Sub-Advisory Agreement relating to the PIMCO Fundamental Advantage Tax Efficient Strategy Fund and PIMCO Fundamental Advantage Total Return Strategy Fund dated February 28, 2008(4)
	(15)	Form of Supplement to Sub-Advisory Agreement relating to the PIMCO Worldwide Fundamental Advantage TR Strategy Fund dated August 15, 2012(27)
	(16)	Sub-Advisory Agreement relating to the PIMCO EM Fundamental IndexPLUS TR Strategy Fund dated November 10, 2008(6)
	(17)	Supplement to Sub-Advisory Agreement relating to the PIMCO International Fundamental IndexPLUS® TR Strategy and PIMCO Small Company Fundamental IndexPLUS® TR Strategy Fund dated August 16, 2011(20)
	(18)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to PIMCO RealRetirement® 2045 Fund dated November 8, 2011(20)
	(19)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage TR Strategy Fund dated August 15, 2012(27)
	(20)	Supplement and Amended Exhibit A to Amended and Restated Investment Advisory Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November [], 2012 (29)
(e)	(1)	Amended and Restated Distribution Contract dated April 1, 2012(22)
	(2)	Supplement to Amended and Restated Distribution Contract relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage TR Strategy Fund dated August 15, 2012(27)
	(3)	Supplement to Amended and Restated Distribution Contract relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November [], 2012(29)
(f)		Not Applicable
(g)	(1)	Custody and Investment Accounting Agreement dated January 1, 2000(6)
	(2)	Amendment to Custody and Investment Accounting Agreement dated June 8, 2001(6)

	(3)	Amendment to Custody and Investment Accounting Agreement dated March 30, 2010(9)
(h)	(1)	Second Amended and Restated Supervision and Administration Agreement dated April 1, 2012(23)
	(2)	Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Mortgage Opportunities Fund and PIMCO Worldwide Fundamental Advantage TR Strategy Fund dated August 15, 2012(27)
	(3)	Supplement to the Second Amended and Restated Supervision and Administration Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November [], 2012(29)
	(4)	Fourth Amended and Restated Fee Waiver Agreement relating to the PIMCO Global Multi-Asset Fund dated July 25, 2011(17)
	(5)	Amended and Restated Fee Waiver Agreement relating to the PIMCO Inflation Response Multi-Asset Fund dated July 25, 2011(17)
	(6)	Fee Waiver Agreement relating to the PIMCO High Yield Spectrum Fund dated August 27, 2010(11)
	(7)	Sixth Amended and Restated Fee Waiver Agreement relating to PIMCO RealRetirement 2010® Fund, PIMCO RealRetirement 2015® Fund, PIMCO RealRetirement 2020® Fund, PIMCO RealRetirement 2025® Fund, PIMCO RealRetirement 2030® Fund, PIMCO RealRetirement 2035® Fund, PIMCO RealRetirement 2040® Fund, PIMCO RealRetirement 2045® Fund and PIMCO RealRetirement 2050® Fund dated November 8, 2011(20)
	(8)	Fee Waiver Agreement relating to the PIMCO Short Asset Investment Fund dated February 28, 2012(23)
	(9)	Fee and Expense Limitation Agreement relating to PIMCO Government Money Market Fund, PIMCO Money Market Fund and PIMCO Treasury Money Market Fund dated February 14, 2011(17)
	(10)	Amended and Restated Expense Limitation Agreement dated February 23, 2009(17)
	(11)	Amendment to Amended and Restated Expense Limitation Agreement dated February 23, 2010(17)
	(12)	Revised Schedules A and B to Amended and Restated Expense Limitation Agreement dated August 14, 2012(28)
	(13)	Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset Fund dated February 23, 2009(26)
	(14)	Amended and Restated Expense Limitation Agreement relating to the PIMCO All Asset All Authority Fund dated February 23, 2009(26)
	(15)	Fee Waiver Agreement relating to the PIMCO Funds: Private Account Portfolio Series PIMCO International Portfolio(25)
	(16)	Fee Waiver Agreement relating to the PIMCO Emerging Markets Full Spectrum Bond Fund dated November [], 2012(29)
	(17)	PIMCO Cayman Commodity Fund I Ltd. Appointment of Agent for Service of Process(1)
	(18)	PIMCO Cayman Commodity Fund II Ltd. Appointment of Agent for Service of Process(2)
	(19)	PIMCO Cayman Commodity Fund III Ltd. Appointment of Agent for Service of Process(9)
	(20)	PIMCO Cayman Commodity Fund IV Ltd. Appointment of Agent for Service of Process(9)
	(21)	PIMCO Cayman Commodity Fund VII, Ltd. Appointment of Agent for Service of Process(18)
	(22)	PIMCO Cayman Japan Fund I Ltd. Appointment of Agent for Service of Process(25)
	(23)	PIMCO Cayman Japan Fund II Ltd. Appointment of Agent for Service of Process(25)
	(24)	Transfer Agency and Service Agreement dated October 3, 2008(9)
	(25)	Amendment to the Transfer Agency and Service Agreement dated June 1, 2010(15)
	(26)	Amendment to the Transfer Agency and Service Agreement dated May 1, 2011(17)
(i)		Opinion and Consent of Counsel(29)
(j)		Consent of Independent Registered Public Accounting Firm(29)
(k)		Not Applicable

(l)		Not Applicable
(m)	(1)	Distribution and Servicing Plan for Class A Shares(6)
	(2)	Distribution and Servicing Plan for Class B Shares(6)
	(3)	Distribution and Servicing Plan for Class C Shares(6)
	(4)	Distribution and Servicing Plan for Class D Shares(22)
	(5)	Distribution and Servicing Plan for Administrative Class Shares(22)
	(6)	Amended and Restated Distribution Plan for Administrative Class Shares(6)
	(7)	Amended and Restated Administrative Services Plan for Administrative Class Shares(6)
	(8)	Distribution and Services Plan for Class R Shares(6)
	(9)	Form of Shareholder Servicing Agreement for Class P Shares(1)
	(10)	Form of Shareholder Servicing Agreement for Class M Shares (3)
(n)		Eleventh Amended and Restated Multi-Class Plan Adopted Pursuant to Rule 18f-3 dated April 1, 2012(22)
(p)	(1)	Revised Code of Ethics for the Registrant(15)
	(2)	Revised Code of Ethics for PIMCO(15)
	(3)	Form of Code of Ethics for Research Affiliates LLC(9)
	(4)	Revised Code of Ethics for PIMCO Investments LLC(15)
*		Power of Attorney(10)

(1)	Filed with Post-Effective Amendment No. 133 on April 29, 2008, and incorporated by reference herein.
(2)	Filed with Post-Effective Amendment No. 147 on December 22, 2008, and incorporated by reference herein.
(3)	Filed with Post-Effective Amendment No. 151 on March 18, 2009, and incorporated by reference herein.
(4)	Filed with Post-Effective Amendment No. 153 on April 13, 2009, and incorporated by reference herein.
(5)	Filed with Post-Effective Amendment No. 157 on June 8, 2009, and incorporated by reference herein.
(6)	Filed with Post-Effective Amendment No. 160 on July 29, 2009, and incorporated by reference herein.
(7)	Filed with Post-Effective Amendment No. 165 on August 28, 2009, and incorporated by reference herein.
(8)	Filed with Post-Effective Amendment No. 167 on October 28, 2009, and incorporated by reference herein.
(9)	Filed with Post-Effective Amendment No. 173 on May 12, 2010, and incorporated by reference herein.
(10)	Filed with Post-Effective Amendment No. 177 on July 27, 2010, and incorporated by reference herein.
(11)	Filed with Post-Effective Amendment No. 178 on August 30, 2010, and incorporated by reference herein.
(12)	Filed with Post-Effective Amendment No. 181 on November 3, 2010, and incorporated by reference herein.
(13)	Filed with Post-Effective Amendment No. 183 on February 11, 2011, and incorporated by reference herein.
(14)	Filed with Amendment No. 243 on March 8, 2011, and incorporated by reference herein.
(15)	Filed with Post-Effective Amendment No. 187 on March 18, 2011, and incorporated by reference herein.
(16)	Filed with Post-Effective Amendment No. 191 on April 19, 2011, and incorporated by reference herein.
(17)	Filed with Post-Effective Amendment No. 210 on July 28, 2011, and incorporated by reference herein.

(18)	Filed with Post-Effective Amendment No. 213 on August 17, 2011, and incorporated by reference herein.
(19)	Filed with Amendment No. 279 on August 30, 2011, and incorporated by reference herein.
(20)	Filed with Post-Effective Amendment No. 222 on January 30, 2012, and incorporated by reference herein.
(21)	Filed with Post-Effective Amendment No. 226 on March 7, 2012, and incorporated by reference herein.
(22)	Filed with Post-Effective Amendment No. 228 on April 30, 2012, and incorporated by reference herein.
(23)	Filed with Post-Effective Amendment No. 229 on May 21, 2012, and incorporated by reference herein.
(24)	Filed with Post-Effective Amendment No. 230 on May 21, 2012, and incorporated by reference herein.
(25)	Filed with Amendment No. 304 on June 15, 2012, and incorporated by reference herein.
(26)	Filed with Post-Effective Amendment No. 236 on July 30, 2012, and incorporated by reference herein.
(27)	Filed with Post-Effective Amendment No. 238 on September 5, 2012, and incorporated by reference herein.
(28)	Filed with Post-Effective Amendment No. 240 on October 1, 2012, and incorporated by reference herein.
(29)	To be filed by amendment.

Item 29. Persons Controlled by or Under Common Control with Registrant.

The Trust through the PIMCO CommodityRealReturn Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund I Ltd. (“CRRS Subsidiary”), a company organized under the laws of the Cayman Islands. The CRRS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommodityRealReturn Strategy Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Global Multi-Asset Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund II Ltd. (“GMA Subsidiary”), a company organized under the laws of the Cayman Islands. The GMA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Global Multi-Asset Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO CommoditiesPLUS Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund III Ltd. (“CPS Subsidiary”), a company organized under the laws of the Cayman Islands. The CPS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommoditiesPLUS Strategy Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO CommoditiesPLUS Short Strategy Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund IV Ltd. (“CPSS Subsidiary”), a company organized under the laws of the Cayman Islands. The CPSS Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO CommoditiesPLUS Short Strategy Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Inflation Response Multi-Asset Fund, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Commodity Fund VII, Ltd. (“IRMA Subsidiary”), a company organized under the laws of the Cayman Islands. The IRMA Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Inflation Response Multi-Asset Fund’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO Short-Term Floating NAV Portfolio III, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Japan Fund I Ltd. (“Short-Term Floating NAV Subsidiary”), a company organized under the laws of the Cayman Islands. The Short-Term Floating NAV Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO Short-Term Floating NAV Portfolio III’s annual and semi-annual reports to shareholders.

The Trust through the PIMCO International Portfolio, a separate series of the Trust, wholly owns and controls the PIMCO Cayman Japan Fund II Ltd. (“International Subsidiary”), a company organized under the laws of the Cayman Islands. The International Subsidiary’s financial statements will be included, on a consolidated basis, in the PIMCO International Portfolio’s annual and semi-annual reports to shareholders.

Item 30. Indemnification

Reference is made to Article IV of the Registrant’s Amended and Restated Declaration of Trust, which was filed with the Registrant’s Post-Effective Amendment No. 183 on February 11, 2011.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust 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 connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares 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 issues.

Item 31. Business and Other Connections of the Investment Adviser

The directors and executive officers of PIMCO and their business and other connections are as follows:

Name	Business and Other Connections
Amey, Mike	Managing Director, PIMCO
Arnold, Tammie J.	Managing Director, PIMCO
Baker, Brian P.	Managing Director, PIMCO; Director, PIMCO Asia Pte Ltd. and PIMCO Asia Limited (Hong Kong)
Balls, Andrew T.	Managing Director, PIMCO
Benz II, William R.	Managing Director, PIMCO
Bhansali, Vineer	Managing Director, PIMCO
Bodereau, Philippe	Managing Director, PIMCO
Bosomworth, Andrew	Managing Director, PIMCO
Bridwell, Jennifer S	Managing Director, PIMCO
Callin, Sabrina C.	Managing Director, PIMCO; Acting Head of PIMCO Advisory; and Vice President, StocksPLUS Management, Inc.
Cupps, Wendy W.	Managing Director, PIMCO
Dada, Suhail H.	Managing Director, PIMCO
Dawson, Craig A.	Managing Director, PIMCO; Director, PIMCO Europe Ltd.
De Leon, Bill	Managing Director, PIMCO
Dialynas, Chris P.	Managing Director, PIMCO
Durham, Jennifer E.	Managing Director and Chief Compliance Officer, PIMCO. Chief Compliance Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT
El-Erian, Mohamed A.	Managing Director, Chief Executive Officer and Co- Chief Investment Officer, PIMCO. Senior Vice President, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly President and CEO of Harvard Management Co.
Flattum, David C.	Managing Director, General Counsel, PIMCO. Chief Legal Officer, the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT
Gomez, Michael	Managing Director, PIMCO
Gross, William H.	Managing Director, Chief Investment Officer and Executive Committee Member, PIMCO. Director and Vice President, StocksPLUS Management, Inc. Senior Vice President of the Trust, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series and PIMCO Equity Series VIT
Harris, Brent Richard	Managing Director and Executive Committee Member, PIMCO. Director and President, StocksPLUS Management, Inc. Trustee, Chairman and President of the Trust, PIMCO Variable Insurance Trust and PIMCO ETF Trust. Trustee, Chairman and Senior Vice President, PIMCO Equity Series and PIMCO Equity Series VIT. Director, PIMCO Luxembourg S.A. and PIMCO Luxembourg II

Hodge, Douglas M.	Managing Director and Chief Operating Officer, PIMCO; Trustee and Senior Vice President, the Trust, PIMCO Variable Insurance Trust and PIMCO ETF Trust. Senior Vice President, PIMCO Equity Series and PIMCO Equity Series VIT. Director and Vice President, StocksPLUS Management Inc.; Director, PIMCO Europe Ltd., PIMCO Asia Pte Ltd., PIMCO Australia Pty Ltd, PIMCO Japan Ltd. and PIMCO Asia Limited (Hong Kong)
Holden, Brent L.	Managing Director, PIMCO
Hong, Ki Myung	Managing Director, PIMCO. Formerly, Vice Chairman of Asia Pacific, Bank of America Merrill Lynch
Ivascyn, Daniel J.	Managing Director, PIMCO
Jacobs IV, Lew W.	Managing Director, PIMCO
Kashkari, Neel T.	Managing Director, PIMCO. Trustee and President, PIMCO Equity Series and PIMCO Equity Series VIT. Formerly Interim Assistant Secretary for Financial Stability, Assistant Secretary for International Economics and Senior Advisor to Secretary Paulson, United States Department of Treasury
Kiesel, Mark R.	Managing Director, PIMCO
Lahr, Chuck	Managing Director, PIMCO
Lown, David C.	Managing Director, PIMCO
Masanao, Tomoya	Managing Director, PIMCO
Mather, Scott A.	Managing Director, PIMCO
Mattu, Ravi K.	Managing Director, PIMCO. Formerly, Head of Research and Strategy, Citadel Securities.
McDevitt, Joseph V.	Managing Director, PIMCO. Director and Chief Executive Officer, PIMCO Europe Limited
Mead, Robert	Managing Director, PIMCO
Mewbourne, Curtis A.	Managing Director, PIMCO
Miller, John M.	Managing Director, PIMCO
Mogelof, Eric	Managing Director, PIMCO
Moore, James F.	Managing Director, PIMCO
Ongaro, Douglas J.	Managing Director, PIMCO
Otterbein, Thomas J.	Managing Director, PIMCO
Parikh, Saumil H.	Managing Director, PIMCO
Ravano, Emanuele	Managing Director, PIMCO
Rodosky, Stephen A.	Managing Director, PIMCO
Seidner, Marc Peter	Managing Director, PIMCO
Short, Jonathan D.	Managing Director, PIMCO
Simon, W Scott	Managing Director, PIMCO
Stracke, Christian	Managing Director, PIMCO
Strelow, Peter G.	Managing Director, PIMCO
Takano, Makoto	Managing Director, PIMCO; Director and President, PIMCO Japan Ltd
Vaden, Andrew Taylor	Managing Director, PIMCO
Wang, Qi	Managing Director, PIMCO
Wilson, Susan L.	Managing Director, PIMCO
Worah, Mihir P.	Managing Director, PIMCO

The address of PIMCO is 840 Newport Center Drive, Newport Beach, CA 92660.

The address of Allianz Asset Management of America L.P. is 680 Newport Center Drive, Newport Beach, CA 92660.

The address of PS Business Parks, Inc. is 701 Western Avenue, Glendale, CA 91201.

The directors and officers of Research Affiliates LLC (“Research Affiliates”) and their business and other connections are as follows:

Name	Business and Other Connections
Arnott, Robert D.	Founder, Chairman, Chief Executive Officer
Hsu, Jason	Chief Investment Officer
Sherrerd, Katrina F.	Chief Operating Officer
Brightman, Christopher	Director, Head of Investment Management
Hattesohl, Joseph	Chief Financial Officer
Harkins, Daniel M.	Chief Legal & Compliance Officer
Larsen, Michael	Director, Head of Affiliate Relations
Li, Feifei	Director, Head of Research
West, John	Director, Product Specialist & Head of U.S. Institutional Group

The address of Research Affiliates LLC is 620 Newport Center Drive, Newport Beach, California, 92660.

Item 32. Principal Underwriter

(a) PIMCO Investments LLC (the “Distributor”) serves as Distributor of Shares of the Trust.

(b) The officers of the Distributor are:

Name and Principal Business Address*	Positions and Offices With Underwriter	Positions and Offices with Registrant
Short, Jonathan D.	Chairman	None
Sutherland, Eric M.	President	None
Bishop, Gregory A.	Head of Business Management	None
Martin, Colleen M.	Chief Financial Officer and Financial and Operations Principal	None
Ludwig, Steven C.	Chief Compliance Officer	None
Zucker, Meg	Anti-Money Laundering Compliance Officer
Ratner, Joshua D.	Chief Legal Officer	None
Ongaro, Douglas J.	Senior Vice President	None
Wolf, Greggory S.	Vice President	Vice President
Plump, Steven B.	Vice President	None
Johnson, Eric D.	Vice President	Vice President
Harry, Seon L.	Vice President	None

* The business address of all officers of the Distributor is 1633 Broadway, New York, NY 10019.

Item 33. Location of Accounts and Records

The account books and other documents required to be maintained by Registrant pursuant to Section 22(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices

of Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, California 92660, State Street Bank & Trust Co., 801 Pennsylvania Ave., Kansas City, Missouri 64105, State Street Investment Manager Solutions, 46 Discovery, Suite 150, Irvine, California 92618, State Street Bank & Trust Co. c/o Iron Mountain Information Management, Inc., 1000 Campus Boulevard, Collegeville, PA 19426, Boston Financial Data Services - Midwest, 330 W. 9th Street, Kansas City, Missouri 64105, Boston Financial Data Services, Inc., P.O. Box 55060, Boston, Massachusetts 02205-8050, Boston Financial Data Services, c/o Recall North America, 5 Beeman Road, Northborough, MA 01532, Boston Financial Data Services, c/o Iron Mountain, 175 Bearfoot Road, Northborough, MA 01532, Boston Financial Data Services, c/o Iron Mountain, 6119 Dermus, Kansas City, Missouri 64120, and Schick Databank, 2721 Michelle Drive, Tustin, California 92680.

Item 34. Management Services

Not applicable

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 242 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington in the District of Columbia on the 15th day of November, 2012:

PIMCO FUNDS
(Registrant)
By:
	Brent R. Harris*, President
*By:	/s/ BRENDAN C. FOX
	Brendan C. Fox
	as attorney-in fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
Brent R. Harris*	Trustee	November 15, 2012
William J. Popejoy*	Trustee	November 15, 2012
Vern O. Curtis*	Trustee	November 15, 2012
E. Philip Cannon*	Trustee	November 15, 2012
J. Michael Hagan*	Trustee	November 15, 2012
Douglas M. Hodge*	Trustee	November 15, 2012
Ronald C. Parker*	Trustee	November 15, 2012
Brent R. Harris*	President (Principal Executive Officer)	November 15, 2012
John P. Hardaway*	Treasurer (Principal Financial and Accounting Officer)	November 15, 2012

*By:	/s/ BRENDAN C. FOX
	Brendan C. Fox as attorney-in-fact

* Pursuant to power of attorney filed with Post-Effective Amendment No. 177 to Registration Statement No. 33-12113 on July 27, 2010.