PIMCO CODE OF ETHICS

                         Effective as of March 31, 2000

                                  INTRODUCTION

                               GENERAL PRINCIPLES

         This Code of Ethics is based on the principle  that you, as a director,
officer or other  Advisory  Employee of Pacific  Investment  Management  Company
("PIMCO"),  owe a fiduciary duty to, among others, the shareholders of the Funds
and other clients  (together with the Funds,  the "Advisory  Clients") for which
PIMCO  serves  as  an  advisor  or  subadvisor.   Accordingly,  you  must  avoid
activities,  interests  and  relationships  that  might  interfere  or appear to
interfere with making decisions in the best interests of our Advisory Clients.

     At all times, you must observe the following general rules:

     1.   You must place the interests of our Advisory  Clients first.  In other
          words,  as a fiduciary  you must  scrupulously  avoid serving your own
          personal interests ahead of the interests of our Advisory Clients. You
          must adhere to this general fiduciary principle as well as comply with
          the Code's specific  provisions.  Technical compliance with the Code's
          procedures  will not  automatically  insulate from scrutiny any trades
          that  indicate  an abuse of your  fiduciary  duties or that  create an
          appearance of such abuse.

          Your fiduciary  obligation  applies not only to your personal  trading
          activities but also to actions taken on behalf of Advisory Clients. In
          particular,  you may not cause an Advisory  Client to take action,  or
          not to take action,  for your personal benefit rather than the benefit
          of the Advisory  Client.  For example,  you would violate this Code if
          you  caused an  Advisory  Client to  purchase  a  Security  or Futures
          Contract  you owned for the  purpose of  increasing  the value of that
          Security or Futures  Contract.  If you are a  portfolio  manager or an
          employee who provides  information or advice to a portfolio manager or
          helps execute a portfolio manager's decisions,  you would also violate
          this Code if you made a personal  investment  in a Security or Futures
          Contract  that  might be an  appropriate  investment  for an  Advisory
          Client without first  considering the Security or Futures  Contract as
          an investment for the Advisory Client.

     2.   You must conduct all of your personal Investment  Transactions in full
          compliance  with this Code,  the PIMCO Advisors L.P.  Insider  Trading
          Policy and Procedures (the "Insider  Trading  Policy"),  and the PIMCO
          Advisors  L.P.  Policy  Regarding   Special  Trading   Procedures  for
          Securities of PIMCO Advisors L.P. (the "Special  Trading  Procedures")
          (1) and in such a manner as to avoid any actual or potential  conflict
          of interest or any abuse of your position of trust and responsibility.
          PIMCO  encourages you and your family to develop  personal  investment
          programs.  However,  those  investment  programs  must  remain  within
          boundaries reasonably necessary to ensure that appropriate  safeguards
          exist to protect the  interests of our  Advisory  Clients and to avoid
          even the  appearance of unfairness or  impropriety.  Accordingly,  you
          must comply with the  policies and  procedures  set forth in this Code
          under the heading PERSONAL INVESTMENT TRANSACTIONS.  In addition, you
          must comply with the policies and  procedures set forth in the Insider
          Trading Policy and Special Trading  Procedures,  which are attached to
          this Code as Appendix II and III,  respectively.  Doubtful  situations
          should be resolved in favor of our  Advisory  Clients and against your
          personal trading.

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(1) PIMCO expects Allianz of America ("AZOA") to acquire a majority  interest in
PIMCO  Advisors  L.P.  ("PALP")  in  the  second  quarter  of  2000.  When  that
acquisition is consummated,  the Special Trading  Procedures for PALP securities
will no longer apply since PALP securities will not be publicly owned or traded.

     3.   You  must not  take  inappropriate  advantage  of your  position.  The
          receipt of investment opportunities,  perquisites, gifts or gratuities
          from persons  seeking  business with PIMCO directly or on behalf of an
          Advisory  Client  could call into  question the  independence  of your
          business judgment.  Accordingly, you must comply with the policies and
          procedures  set forth in this Code under the heading GIFTS AND SERVICE
          AS A DIRECTOR.  Doubtful  situations  should be resolved  against your
          personal interest.

                         The General Scope Of The Code's
                 Applications To Personal Investment Activities

         The Code reflects the fact that PIMCO  specializes in the management of
fixed income  portfolios.  The vast majority of assets PIMCO purchases and sells
on behalf of its Advisory Clients consist of corporate debt Securities, U.S. and
foreign   government   obligations,   asset-backed   Securities,   money  market
instruments,  foreign currencies, and futures contracts and options with respect
to those instruments. For its StocksPLUS Funds, PIMCO also purchases futures and
options on the S & P 500 index and,  on rare  occasions,  may  purchase  or sell
baskets of the stocks  represented  in the S & P 500. For its  Convertible  Bond
Fund and other Advisory Clients, PIMCO purchases convertible securities that may
be converted or exchanged into  underlying  shares of common stock.  Other PIMCO
Funds may also invest in convertible  securities.  The Convertible Bond Fund and
other  Advisory  Clients  may also  invest a portion  of their  assets in common
stocks.

         Rule 17j-l under the Investment  Company Act of 1940 requires reporting
of  all  personal   transactions  in  Securities   (other  than  certain  Exempt
Securities) by certain persons, whether or not they are Securities that might be
purchased  or  sold by  PIMCO  on  behalf  of its  Advisory  Clients.  The  Code
implements that reporting requirement.

         However,  since  the  purpose  of the  Code is to  avoid  conflicts  of
interest  arising from  personal  trading  activities  in  Securities  and other
instruments  that are  held or  might be  acquired  on  behalf  of our  Advisory
Clients,  this Code only places  restrictions on personal trading  activities in
such investments.  As a result,  this Code does not place  restrictions  (beyond
reporting) on personal trading in most individual equity Securities.  Except for
the  small  number  of  Portfolio  Employees  who are  responsible  for  PIMCO's
Municipal  Bond  Fund,  this  Code  also  does not  place  restrictions  (beyond
reporting) on personal trading in Tax-Exempt Municipal Bonds.  Although equities
and Tax-Exempt Municipal Bonds are Securities, they are not purchased or sold by
PIMCO on behalf of the vast majority of PIMCO's  Advisory  Clients and PIMCO has
established  special  procedures  to avoid  conflicts  of  interest  that  might
otherwise arise from personal  trading in those  Securities.  On the other hand,
this Code does  require  reporting  and  restrict  trading  in  certain  Futures
Contracts  which,  although they are not  Securities,  are  instruments in which
PIMCO frequently trades for many of its Advisory Clients.

         This Code applies to PIMCO's  officers and  directors as well as to all
of its Advisory  Employees.  The Code recognizes that portfolio managers and the
investment  personnel  who  provide  them  with  advice  and who  execute  their
decisions occupy more sensitive positions than other Advisory Employees and that
it is  appropriate to subject their  personal  investment  activities to greater
restrictions.



                          The Organization Of The Code

         The  remainder of this Code is divided into three  sections.  The first
section concerns Personal Investment Transactions.  The second section describes
the  restrictions  on  Gifts  And  Service  As A  Director.  The  third  section
summarizes the methods for ensuring Compliance under the Code. In addition,  the
following Appendices are also a part of this Code:

I.       Definitions of Capitalized Terms.
II.      The PIMCO Advisors L.P. Insider Trading Policy and Procedures.
III.     The PIMCO Advisors L.P. Policy Regarding Special Trading Procedures
         for Securities of PIMCO Advisors L.P.
IV.      Form for Acknowledgment of Receipt of this Code.
V.       Form for Annual Certification of Compliance with this Code.
VI.      Form for Initial Report of Accounts.
VII.     Form for Quarterly Report of Investment Transactions.
VIII.    Form for Annual Holdings Report.
IX.      Preclearance Request Form
X.       List of PIMCO Compliance Officers.

                                    Questions

         Questions  regarding  this Code  should be  addressed  to a  Compliance
Officer  listed on  Appendix  X. Those  Compliance  Officers  compose  the PIMCO
Compliance Committee.

                        PERSONAL INVESTMENT TRANSACTIONS

                                   In General

         Subject to the limited exceptions  described below, you are required to
report all Investment  Transactions in Securities and Futures  Contracts made by
you, a member of your Immediate Family or a trust in which you have an interest,
or on behalf of any  account in which you have an  interest or which you direct.
In addition, you must preclear certain Investment Transactions in Securities and
Futures  Contracts  that PIMCO  holds or may  acquire  on behalf of an  Advisory
Client, including certain Investment Transactions in Related Securities.

         The  details  of these  reporting  and  preclearance  requirements  are
described below.  This Code uses a number of capitalized  terms,  e.g.  Advisory
Employee,  Beneficial  Ownership,  Designated Equity Security,  Exempt Security,
Fixed Income Security, Fund, Futures Contract,  Immediate Family, Initial Public
Offering, Investment Transaction,  Personal Account, Portfolio Employee, Private
Placement,  Qualified Foreign Government, Related Account, Related Security, and
Security.  The definitions of these  capitalized terms are set forth in Appendix
I. To understand your responsibilities  under the Code, it is important that you
review and understand the definitions in Appendix I.



                              Reporting Obligations

         Notification Of Reporting Obligations

         As an  Advisory  Employee,  you are  required  to report  accounts  and
Investment Transactions in accordance with the requirements of this Code.

         Use Of Broker-Dealers And Futures Commission Merchants

         Unless  you are an  independent  director,  you must  use a  registered
broker-dealer  or  registered  futures  commission  merchant  to  engage  in any
purchase  or sale  of a  publicly-traded  Security  or  Publicly-Traded  Futures
Contract.   This  requirement  also  applies  to  any  purchase  or  sale  of  a
publicly-traded  Security or of a Publicly-Traded  Futures Contract in which you
have, or by reason of the  Investment  Transaction  will  acquire,  a Beneficial
Ownership  interest.  Thus, as a general matter,  any Investment  Transaction in
publicly-traded  Securities or  Publicly-Traded  Futures Contracts by members of
your Immediate Family will need to be made through a registered broker-dealer or
futures commission merchant.

         Initial Report

         Within 10 days  after  commencing  employment  or within 10 days of any
event that  causes  you to become  subject  to this Code  (e.g.  promotion  to a
position that makes you an Advisory Employee),  you shall supply to a Compliance
Officer copies of the most recent statements for each and every Personal Account
and  Related  Account  that holds or is likely to hold a  Security  or a Futures
Contract in which you have a Beneficial Ownership interest, as well as copies of
confirmations  for  any  and  all  Investment  Transactions  subsequent  to  the
effective date of those  statements.  These  documents  shall be supplied to the
Compliance Officer by attaching them to the form appended hereto as Appendix VI.

         On that same form you shall supply the name of any broker, dealer, bank
or futures  commission  merchant  and the number for any  Personal  Account  and
Related Account that holds or is likely to hold a Security or a Futures Contract
in which you have a Beneficial  Ownership  interest for which you cannot  supply
the most recent account  statement.  You shall also certify,  where indicated on
the form,  that the  contents  of the form and the  documents  attached  thereto
disclose all such Personal Accounts and Related Accounts.

         In addition,  you shall also supply,  where  indicated on the form, the
following  information for each Security or Futures Contract in which you have a
Beneficial  Ownership  interest,  to the  extent  that this  information  is not
available from the statements attached to the form:

          1.   A description of the Security or Futures Contract,  including its
               name or title;

          2.   The  quantity  (e.g.  in terms of  numbers  of  shares,  units or
               contracts)  and principal  amount (in dollars) of the Security or
               Futures Contract; and

          3.   The  name  of any  broker,  dealer,  bank or  futures  commission
               merchant  with  which  you  maintained  an  account  in which the
               Security or Futures Contract was held.


         New Accounts

         Immediately  upon the  opening of a new  Personal  Account or a Related
Account  that holds or is likely to hold a Security or a Futures  Contract,  you
shall supply a Compliance Officer with the name of the broker,  dealer,  bank or
futures  commission  merchant for that account,  the identifying number for that
Personal Account or Related Account, and the date the account was established.

         Timely Reporting Of Investment Transactions

         You must cause each broker, dealer, bank or futures commission merchant
that maintains a Personal  Account or a Related Account that holds a Security or
a Futures Contract in which you have a Beneficial  Ownership interest to provide
to  a  Compliance  Officer,  on  a  timely  basis,  duplicate  copies  of  trade
confirmations  of all  Investment  Transactions  in that account and of periodic
statements for that account ("duplicate broker reports").

         In  addition,  you must  report to a  Compliance  Officer,  on a timely
basis,  any Investment  Transaction in a Security or a Futures Contract in which
you have or  acquired  a  Beneficial  Ownership  interest  that was  established
without the use of a broker, dealer, bank or futures commission merchant.

         Quarterly Certifications And Reporting

         At the  end  of the  first,  second  and  third  calendar  quarters,  a
Compliance  Officer will  provide you with a list of all accounts  that you have
previously  identified to PIMCO as a Personal  Account or a Related Account that
holds or is likely to hold a Security or Futures Contract.  Within 10 days after
the end of that  calendar  quarter,  you  shall  make any  necessary  additions,
corrections or deletions to that list and return it to a Compliance Officer with
a  certification  that: (a) the list, as modified (if  necessary),  represents a
complete list of the Personal Accounts and Related Accounts that hold Securities
or Futures  Contracts in which you have or had a Beneficial  Ownership  interest
and for which PIMCO should have received or will receive timely duplicate broker
reports for the calendar quarter just ended, and (b) the broker, dealer, bank or
futures commission  merchant for each account on the list has been instructed to
send a Compliance Officer timely duplicate broker reports for that account.

         You shall  provide,  on a copy of the form attached  hereto as Appendix
VII,  the  following  information  for each  Investment  Transaction  during the
calendar quarter just ended, to the extent that the duplicate broker reports for
that calendar quarter did not supply this information to PIMCO:

          1.   The date of the Investment  Transaction,  the title, the interest
               rate and maturity date (if  applicable),  the number of shares or
               contracts,  and the principal  amount of each Security or Futures
               Contract involved;

          2.   The nature of the Investment Transaction (i.e. purchase,  sale or
               any other type of acquisition or disposition);

          3.   The  price of the  Security  or  Futures  Contract  at which  the
               transaction was effected; and

          4.   The name of the  broker,  dealer,  bank,  or  futures  commission
               merchant with or through which the transaction was effected.

You shall provide similar  information for the fourth calendar quarter on a copy
of the form attached hereto as Appendix VIII,  which form shall also be used for
the Annual Holdings Report described below.

         Annual Holdings Reports

         Beginning with calendar year 2000, a Compliance Officer will provide to
you,  promptly  after the end of the calendar  year, a list of all accounts that
you have  previously  identified  to PIMCO as a  Personal  Account  or a Related
Account  that held or was likely to hold a Security or Futures  Contract  during
that  calendar  year.  Within 10 days after the end of that calendar  year,  you
shall make any necessary  additions,  corrections  or deletions to that list and
return it to a Compliance  Officer with a  certification  that: (a) the list, as
modified (if necessary), represents a complete list of the Personal Accounts and
Related  Accounts that held  Securities or Futures  Contracts in which you had a
Beneficial  Ownership interest as of the end of that calendar year and for which
PIMCO should have  received or will receive an account  statement of holdings as
of the end of that calendar  year, and (b) the broker,  dealer,  bank or futures
commission  merchant for each account on the list has been  instructed to send a
Compliance Officer such an account statement.

         You shall  provide,  on a copy of the form attached  hereto as Appendix
VIII, the following  information for each Security or Futures  Contract in which
you had a Beneficial Ownership interest,  as of the end of the previous calendar
year, to the extent that the previously  referenced  account statements have not
supplied or will not supply this information to PIMCO:

          1.   The title, quantity (e.g. in terms of numbers of shares, units or
               contracts)  and  principal  amount of each  Security  or  Futures
               Contract in which you had any Beneficial Ownership interest; and

          2.   The  name  of any  broker,  dealer,  bank or  futures  commission
               merchant  with  which you  maintain  an account in which any such
               Securities  or Futures  Contracts  have been held or are held for
               your benefit.

In addition,  you shall also provide, on that same form, Investment  Transaction
information  for the  fourth  quarter  of the  calendar  year just  ended.  This
information  shall be of the type and in the  form  required  for the  quarterly
reports described above.

         Related Accounts

         The reporting and certification  obligations described above also apply
to any  Related  Account  (as  defined  in  Appendix  I)  and to any  Investment
Transaction in a Related Account.

         It is important for you to recognize  that the  definitions of "Related
Account" and "Beneficial Ownership" in Appendix I may require you to provide, or
to arrange  for the  broker,  dealer,  bank or futures  commission  merchant  to
furnish,  copies  of  reports  for any  account  used by or for a member of your
Immediate  Family or a trust in which you or a member of your  Immediate  Family
has any vested interest, as well as for any other accounts in which you may have
the  opportunity,  directly  or  indirectly,  to profit  or share in the  profit
derived from any Investment Transaction in that account.

         Exemptions From Reporting

         You need not report  Investment  Transactions in any account over which
neither  you nor an  Immediate  Family  Member has or had any direct or indirect
influence or control.

         You also need not report  Investment  Transactions in Exempt Securities
(as defined in Appendix I) nor need you  furnish,  or require a broker,  dealer,
bank or futures  commission  merchant to  furnish,  copies of  confirmations  or
periodic statements for accounts that hold only Exempt Securities. This includes
accounts that only hold U.S. Government Securities,  money market interests,  or
shares in  open-end  mutual  funds.  This  exemption  from  reporting  shall end
immediately, however, at such time as there is an Investment Transaction in that
account in a Futures Contract or in a Security that is not an Exempt Security.

                       PROHIBITED INVESTMENT TRANSACTIONS

         Initial Public Offerings of Equity Securities

         If you are a Portfolio Employee (as defined in Appendix I), you may not
acquire  Beneficial  Ownership  of any  equity  Security  in an  Initial  Public
Offering.

         Private Placements and Initial Public Offering of Debt Securities

         If you are a  Portfolio  Employee,  you may not  acquire  a  Beneficial
Ownership  interest in any Security through a Private Placement (or subsequently
sell it), or acquire a Beneficial  Ownership interest in any debt Security in an
Initial Public Offering  unless you have received the prior written  approval of
the  Chief  Executive  Officer  of PIMCO or of a  Compliance  Officer  listed on
Appendix X. Approval will not be given unless a  determination  is made that the
investment  opportunity should not be reserved for one or more Advisory Clients,
and that the opportunity to invest has not been offered to you by virtue of your
position with PIMCO.

         If,  after  receiving  the  necessary  approval,  you have  acquired  a
Beneficial  Ownership interest in Securities  through a Private  Placement,  you
must disclose that investment when you play a part in any  consideration  of any
investment  by an  Advisory  Client  in the  issuer of the  Securities,  and any
decision  to  make  such  an  investment  must be  independently  reviewed  by a
portfolio  manager  who does not have a  Beneficial  Ownership  interest  in any
Securities of the issuer.

         PIMCO Advisors L.P.

         You may not engage in any Investment  Transaction in interests in PIMCO
Advisors L.P. ("PALP"), except in compliance with the Special Trading Procedures
applicable to such transactions.(2)

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(2) As indicated in note 1, above, those procedures will expire and no longer be
effective after AZOA completes its acquisition of a majority interest in PALP.


                                  PRECLEARANCE

         All Investment  Transactions  in Securities and Futures  Contracts in a
Personal  Account or Related  Account,  or in which you  otherwise  have or will
acquire a Beneficial  Ownership  interest,  must be  precleared  by a Compliance
Officer  unless an Investment  Transaction,  Security or Futures  Contract falls
into  one of the  following  categories  that are  identified  as  "exempt  from
preclearance."

         Preclearance Procedure

     Preclearance  shall be requested by completing and submitting a copy of the
preclearance  request  form  attached  hereto  as  Appendix  IX to a  Compliance
Officer. No Investment Transaction subject to preclearance may be effected prior
to receipt of written  authorization of the transaction by a Compliance Officer.
The  authorization  and the  date of  authorization  will  be  reflected  on the
preclearance request form. Unless otherwise specified,  that authorization shall
be effective, unless revoked, until the earlier of: (a) the close of business on
the day  the  authorization  is  given,  or (b)  until  you  discover  that  the
information on the preclearance request form is no longer accurate.

         The Compliance  Officer from whom authorization is sought may undertake
such  investigation  as he or she  considers  necessary  to  determine  that the
Investment  Transaction for which preclearance has been sought complies with the
terms of this Code and is consistent  with the general  principles  described at
the beginning of the Code.

         Before  deciding  whether to authorize an Investment  Transaction  in a
particular Security or Futures Contract,  the Compliance Officer shall determine
and consider,  based upon the  information  reported or known to that Compliance
Officer,  whether within the most recent 15 days: (a) the Security,  the Futures
Contract or any Related Security is or has been held by an Advisory  Client,  or
(b) is being or has been  considered  for  purchase by an Advisory  Client.  The
Compliance  Officer shall also determine  whether there is a pending buy or sell
order in the same Security or Futures  Contract,  or in a Related  Security,  on
behalf of an Advisory  Client.  If such an order  exists,  authorization  of the
personal  Investment  Transaction shall not be given until the Advisory Client's
order is executed or withdrawn.  This  prohibition may be waived by a Compliance
Officer if he or she is convinced that: (a) your personal Investment Transaction
is necessary, (b) your personal Investment Transaction will not adversely affect
the pending order of the Advisory Client,  and (c) provision can be made for the
Advisory  Client trade to take precedence (in terms of price) over your personal
Investment Transaction.

         Exemptions From Preclearance

         Preclearance  shall  not  be  required  for  the  following  Investment
Transactions,  Securities and Futures  Contracts.  They are exempt only from the
Code's preclearance requirement, and, unless otherwise indicated, remain subject
to the Code's other requirements, including its reporting requirements.

                  Investment Transactions Exempt From Preclearance

         Preclearance shall not be required for any of the following  Investment
Transactions:

          1.   Any  transaction in a Security or Futures  Contract in an account
               that is  managed  or  held by a  broker,  dealer,  bank,  futures
               commission  merchant,   investment  adviser,   commodity  trading
               advisor or trustee and over which you do not exercise  investment
               discretion,  have notice of transactions  prior to execution,  or
               otherwise have any direct or indirect influence or control. There
               is a presumption  that you can influence or control accounts held
               by members of your Immediate  Family sharing the same  household.
               This presumption may be rebutted only by convincing evidence.

          2.   Purchases of Securities under dividend reinvestment plans.

          3.   Purchases  of  Securities  by  exercise  of rights  issued to the
               holders of a class of Securities pro rata, to the extent they are
               issued with respect to  Securities in which you have a Beneficial
               Ownership interest.

          4.   Acquisitions  or  dispositions  of  Securities as the result of a
               stock  dividend,   stock  split,  reverse  stock  split,  merger,
               consolidation,  spin-off or other similar corporate  distribution
               or  reorganization  applicable  to  all  holders  of a  class  of
               Securities in which you have a Beneficial Ownership interest.

               Securities Exempt From Preclearance
               Regardless Of Transaction Size

         Preclearance shall not be required for an Investment Transaction in the
following  Securities  or  Related  Securities,  regardless  of the size of that
transaction:

          1.   All  "Exempt   Securities"  defined  in  Appendix  I,  i.e.  U.S.
               Government Securities,  shares in open-end mutual funds, and high
               quality short-term debt instruments.

          2.   All closed-end mutual funds (other than PIMCO Commercial Mortgage
               Securities Trust,  Inc.), and rights  distributed to shareholders
               in closed-end mutual funds.

          3.   All options on any index of equity Securities.

          4.   All   Fixed   Income    Securities    issued   by   agencies   or
               instrumentalities  of,  or  unconditionally  guaranteed  by,  the
               Government of the United States.

          5.   All  options  on  foreign   currencies   or  baskets  of  foreign
               currencies  (whether  or not  traded on an  exchange  or board of
               trade).

          6.   Except for Designated Equity Securities (as defined in Appendix I
               and discussed below), all equity Securities or options,  warrants
               or other rights to equity Securities.

               Securities Exempt from Preclearance

               Regardless On Transaction Size

         Preclearance shall not be required for an Investment Transaction in the
following  Securities or Related  Securities if they do not exceed the specified
transaction size thresholds  (which  thresholds may be increased or decreased by
PIMCO upon written  notification  to  employees  in the future  depending on the
depth and liquidity of Fixed Income  Securities or  Tax-Exempt  Municipal  Bonds
market):

          1.   Purchases or sales of up to  $1,000,000  (in market value or face
               amount  whichever is greater)  per  calendar  month per issuer of
               Fixed Income Securities issued by a Qualified Foreign Government.

          2.   Purchases or sales of the following  dollar  values  (measured in
               market value or face  amount,  whichever is greater) of corporate
               debt   Securities,   mortgage-backed   and   other   asset-backed
               Securities,  Tax-Exempt Municipal Bonds, taxable state, local and
               municipal  Fixed  Income  Securities,  structured  notes and loan
               participations,  and foreign government debt Securities issued by
               non-qualified  foreign  governments   (hereinafter   collectively
               referred to as "Relevant Debt Securities"):

               a.   Purchases or sales of up to $100,000 per calendar  month per
                    issuer  if the  original  issue  size of any  Relevant  Debt
                    Security being purchased or sold was less than $50 million;

               b.   Purchases or sales of up to $500,000 per calendar  month per
                    issuer  if the  original  issue  size of any  Relevant  Debt
                    Security  being  purchased  or sold was at least $50 million
                    but less than $100 million; or

               c.   Purchases or sales of up to  $1,000,000  per calendar  month
                    per issuer if the original  issue size of any Relevant  Debt
                    Security being purchased or sold was at least $100 million.

         Preclearance of Designated Equity Securities

         If a Compliance Officer receives notification from a Portfolio Employee
that an  equity  Security  or an  option,  warrant  or other  right to an equity
Security is being  considered  for purchase or sale by PIMCO on behalf of one of
its Advisory Clients,  the Compliance Officer will send you an e-mail message or
similar transmission  notifying you that this equity Security or option, warrant
or other right to an equity  Security is now a "Designated  Equity  Security." A
current list of Designated  Equity Securities (if any) will also be available on
the PIMCO  intranet  site.  You must preclear any  Investment  Transaction  in a
Designated  Equity  Security or a Related  Security  during the period when that
designation is in effect.

                  Futures Contracts Exempt From Preclearance
                  Regardless Of Transaction Size

         Preclearance shall not be required for an Investment Transaction in the
following  Futures  Contracts,  regardless of the size of that  transaction  (as
indicated  in Appendix  I, for these  purposes a "Futures  Contract"  includes a
futures option):

               1.   Currency Futures Contracts.

               2.   U.S. Treasury Futures Contracts.

               3.   Eurodollar Futures Contracts.

               4.   Futures Contracts an any index of equity Securities.

               5.   Futures Contracts on physical commodities or indices thereof
                    (e.g.  contracts  for future  delivery of grain,  livestock,
                    fiber or metals whether for physical delivery or cash).

               6.   Privately-Traded Contracts.

                  Futures Contracts Exempt From Preclearance
                  Depending On Transaction Size

         Preclearance shall not be required for an investment Transaction in the
following Futures  Contracts if the total number of contracts  purchased or sold
during a calendar month does not exceed the specified limitations:

               1.   Purchases  or  sales  of up to  50  Publicly-Traded  Futures
                    Contracts  to acquire  Fixed Income  Securities  issued by a
                    particular Qualified Foreign Government.

               2.   Purchases  or  sales  of up to 10 of each  other  individual
                    Publicly-Traded Futures Contract if the open market interest
                    for such  Futures  Contract  as  reported in The Wall Street
                    Journal on the date of your Investment  Transaction (for the
                    previous trading day) is at least 1,000 contracts.  Examples
                    of  Futures  Contracts  for which  this  exemption  would be
                    available include a Futures Contract on a foreign government
                    debt Security issued by a non-qualified  foreign  government
                    as well as a 30-day federal funds Futures Contract.

         For purposes of these limitations, a Futures Contract is defined by its
expiration month. For example,  you need not obtain  preclearance to purchase 50
December  Futures  Contracts  on German  Government  Bonds and 50 March  Futures
Contracts on German Government Bonds. Similarly,  you may roll over 10 September
Fed Funds  Futures  Contracts by selling  those 10 contracts  and  purchasing 10
October Fed Funds Futures  Contracts  since the  contracts  being sold and those
being purchased have different  expiration  months. On the other hand, you could
not  purchase 10 January Fed Funds  Future  Contracts  if the open  interest for
those contracts was less than 1,000  contracts,  even if the total open interest
for all Fed Funds Futures Contracts was greater than 1,000 contracts.

                  Additional Exemptions From Preclearance

         The  Compliance  Committee  may  exempt  other  classes  of  Investment
Transactions,  Securities  or Futures  Contracts  from the  Code's  preclearance
requirement  upon  a  determination   that  they  do  not  involve  a  realistic
possibility  of violating the general  principles  described at the beginning of
the Code.

                  Preclearance Required

         Given the exemptions  described above,  preclearance  shall be required
for Investment Transactions in:

               1.   Designated Equity Securities.

               2.   Relevant  Debt  Securities  (as  defined  under the  section
                    "Securities   Exempt   from   Preclearance    Depending   on
                    Transaction  Size,  paragraph  2")  in  excess  of  the  per
                    calendar month per issuer thresholds specified for purchases
                    or sales of those Securities.

               3.   More than  $1,000,000 per calendar month in debt  Securities
                    of a Qualified Foreign Government.

               4.   Related  Securities that are exchangeable for or convertible
                    into one of the Securities requiring preclearance under (1),
                    (2), or (3) above.

               5.   More than 50 Publicly-Traded  Futures Contracts per calendar
                    month  to  acquire  Fixed  Income  Securities  issued  by  a
                    particular Qualified Foreign Government.

               6.   More than 10 of any other individual Publicly-Traded Futures
                    Contract or any  Publicly-Traded  Futures Contract for which
                    the open  market  interest  as  reported  in The Wall Street
                    Journal on the date of your Investment  Transaction (for the
                    previous trading day) is less than 1,000  contracts,  unless
                    the Futures Contract is exempt from preclearance  regardless
                    of transaction size.

               7.   Any other Security or Publicly-Traded  Futures Contract that
                    is not within the "exempt" categories listed above.

               8.   PIMCO Commercial Mortgage Securities Trust, Inc.

                           SHORT-TERM TRADING PROFITS

         You may not  profit  from  the  purchase  and  sale,  or the  sale  and
purchase,  within 60  calendar  days,  of Fixed  Income  Securities,  Tax-Exempt
Municipal Bonds or Related  Securities.  Portfolio Employees may not profit from
the purchase and sale,  or the sale and  purchase,  within 60 calendar  days, of
Designated Equity Securities.  Any such short-term trade must be unwound,  or if
that  is  not  practical,  the  profits  must  be  contributed  to a  charitable
organization.

         This ban does not apply to Investment  Transactions in U.S.  Government
Securities, most equity Securities, mutual fund shares, index options or Futures
Contracts. This ban also does not apply to a purchase or sale in connection with
one of the four categories of Investment  Transactions  Exempt From Preclearance
described on pages 9-10, above.

         You are  considered to profit from a short-term  trade if Securities in
which you have a  Beneficial  Ownership  interest  are sold for more than  their
purchase price, even though the Securities purchased and the Securities sold are
held of record or beneficially by different persons or entities.

                                BLACKOUT PERIODS

         You may not  purchase  or sell a  Security,  a  Related  Security  or a
Futures  Contract at a time when you intend or know of  another's  intention  to
purchase  or sell that  Security or Futures  Contract on behalf of any  Advisory
Client.

         As noted previously in the description of the Preclearance  Process,  a
Compliance Officer may not preclear an Investment Transaction in a Security or a
Futures Contract at a time when there is a pending buy or sell order in the same
Security  or  Futures  Contract,  or a Related  Security,  until  that  order is
executed or withdrawn.

         These  prohibitions  do not  apply to  Investment  Transactions  in any
Futures  Contracts that are exempt from  preclearance  regardless of transaction
size.

                         GIFTS AND SERVICE AS A DIRECTOR

                                      GIFTS

         You may not accept any investment opportunity,  gift, gratuity or other
thing of more than nominal  value from any person or entity that does  business,
or  desires to do  business,  with PIMCO  directly  or on behalf of an  Advisory
Client (a "Giver").  You may, however,  accept gifts from a single Giver so long
as their  aggregate  annual  value  does not  exceed  $500,  and you may  attend
business meals, sporting events and other entertainment events at the expense of
a Giver (without regard to their aggregate annual value), so long as the expense
is reasonable and both you and the Giver are present.

                              Service As A Director

         If you are an  Advisory  Employee,  you may not  serve on the  board of
directors or other governing board of a publicly traded entity,  other than of a
Fund for which PIMCO is an advisor or  subadvisor,  unless you have received the
prior  written  approval  of the Chief  Executive  Officer  and the Chief  Legal
Officer of PIMCO. Approval will not be given unless a determination is made that
your service on the board would be consistent with the interests of our Advisory
Clients. If you are permitted to serve on the board of a publicly traded entity,
you will be isolated from those Advisory Employees who make investment decisions
with respect to the Securities of that entity, through a "Chinese Wall" or other
procedures.

                                   COMPLIANCE

                                 Certifications

         Upon Receipt Of This Code

         Upon  commencement  of your  employment or the  effective  date of this
Code,  whichever occurs later,  you shall be required to acknowledge  receipt of
your copy of this Code by  completing  and returning a copy of the form attached
hereto as Appendix IV. By that acknowledgment, you will also agree:

          1.   To read the Code, to make a reasonable  effort to understand  its
               provisions,  and to ask questions about those provisions you find
               confusing or difficult to understand.

          2.   To comply with the Code,  including its general  principles,  its
               reporting requirements,  its preclearance  requirements,  and its
               provisions regarding gifts and service as a director.

          3.   To  advise  the  members  of  your  immediate  Family  about  the
               existence  of the  Code,  its  applicability  to  their  personal
               trading  activity,  and your  responsibility to assure that their
               personal trading activity complies with the Code.

          4.   To  cooperate  fully with any  investigation  or inquiry by or on
               behalf of a Compliance  Officer to determine your compliance with
               the provisions of the Code.

In addition,  your acknowledgment will recognize that any failure to comply with
the Code and to honor the commitments made by your  acknowledgment may result in
disciplinary action, including dismissal.

         Annual Certificate Of Compliance

         You are required to certify on an annual  basis,  on a copy of the form
attached  hereto as Appendix V, that you have  complied  with each  provision of
your  initial   acknowledgment   (see  above).   In   particular,   your  annual
certification  will  require  that you  certify  that you have read and that you
understand the Code, that you recognize you are subject to its provisions,  that
you complied  with the  requirements  of the Code during the year just ended and
that you have  disclosed,  reported,  or caused to be  reported  all  Investment
Transactions  required to be disclosed or reported  pursuant to the requirements
of the Code.

                              POST-TRADE MONITORING

         The  Compliance  Officers will review the duplicate  broker reports and
other  information   supplied  to  them  concerning  your  personal   Investment
Transactions  so that they can detect and prevent  potential  violations  of the
Code.  The  Compliance  Officers will perform such  investigation  and make such
inquiries as they  consider  necessary to perform  this  function.  You agree to
cooperate with any such  investigation  and to respond to any such inquiry.  You
should expect that,  as a matter of course,  the  Compliance  Officers will make
inquiries regarding any personal Investment Transaction in a Security or Futures
Contract  that occurs on the same day as a  transaction  in the same Security or
Futures Contract on behalf of an Advisory Client.

                                REMEDIAL ACTIONS

         If you violate this Code,  you are subject to remedial  actions,  which
may include,  but are not limited to,  disgorgement of profits,  imposition of a
fine, censure,  demotion,  suspension or dismissal. As part of any sanction, you
may be required to reverse an Investment  Transaction  and to forfeit any profit
or to absorb any loss from the transaction.

         The Compliance Committee shall have the ultimate authority to determine
whether you have violated the Code and, if so, the remedial actions it considers
appropriate.  In  making  its  determination,  the  Compliance  Committee  shall
consider,  among other factors, the gravity of your violation,  the frequency of
your  violations,  whether any violation caused harm or the potential of harm to
any Advisory  Client,  your efforts to cooperate with their  investigation,  and
your efforts to correct any conduct that led to a violation.

                        REPORTS TO DIRECTORS AND TRUSTEES

         Reports Of Significant Remedial Actions

         The  General  Counsel  of PIMCO  Advisors  L.P.  and the  directors  or
trustees of any affected  Fund that is an Advisory  Client will be informed on a
timely  basis  of each  significant  remedial  action  taken  in  response  to a
violation of this Code.  For this purpose,  a significant  remedial  action will
include any action that has a significant financial effect on the violator.

         Reports of Material Changes To The Code

         PIMCO will  promptly  advise the directors or trustees of any Fund that
is an Advisory Client if PIMCO makes any material change to this Code.

         Annual Reports

         PIMCO's  management  will  furnish a  written  report  annually  to the
General  Counsel of PIMCO Advisors L.P. and to the directors or trustees of each
Fund that is an Advisory Client. Each report, at a minimum, will:

          1.   Describe any significant  issues arising under the Code, or under
               procedures  implemented  by PIMCO to  prevent  violations  of the
               Code, since management's last report,  including, but not limited
               to,  information  about material  violations of the Code or those
               procedures   and  sanctions   imposed  in  response  to  material
               violations; and

          2.   Certify that PIMCO has adopted procedures reasonably necessary to
               prevent Advisory Employees from violating the Code.

                                  RECORDKEEPING

         Beginning on the effective date of this Code,  PIMCO will maintain,  at
its principal place of business, the following records, which shall be available
to  the  Securities  and  Exchange  Commission  or  any  representative  of  the
Commission at any time and from time to time for reasonable periodic, special or
other examination:

          1.   PIMCO's Chief  Compliance  Officer shall maintain,  in any easily
               accessible place:

               (a)  a copy of PIMCO's  current Code and of each  predecessor  of
                    that Code that was in effect at any time within the previous
                    five (5) years;

               (b)  a record of any  violation  of the Code,  and of any  action
                    taken as a result of the  violation,  for at least  five (5)
                    years  after  the  end of  the  fiscal  year  in  which  the
                    violation occurred;

               (c)  a copy of each report made by an Advisory  Employee pursuant
                    to  this  Code,   including  any  duplicate   broker  report
                    submitted on behalf of that Advisory Employee,  for at least
                    two (2) years after the end of the fiscal year in which that
                    report was made or that information was provided;

               (d)  a record of all  persons,  currently or within the past five
                    (5) years, who are or were required to make reports pursuant
                    to this Code or who are or were  responsible  for  reviewing
                    such reports; and

               (e)  a copy  of each  report  to the  General  Counsel  of  PIMCO
                    Advisors  L.P. or to the  directors or trustees of each Fund
                    that is an Advisory  Client for at least two (2) years after
                    the end of the fiscal year in which that report was made.

          2.   PIMCO shall also maintain the following additional records:

               (a)  a copy of each report made by an Advisory  Employee pursuant
                    to  this  Code,   including  any  duplicate   broker  report
                    submitted on behalf of that Advisory Employee,  for at least
                    five (5)  years  after the end of the  fiscal  year in which
                    that report was made or that information was provided;

               (b)  a copy  of each  report  to the  General  Counsel  of  PIMCO
                    Advisors  L.P. or to the  directors or trustees of each Fund
                    that is an Advisory Client for at least five (5) years after
                    the end of the fiscal  year in which  that  report was made;
                    and

               (c)  a record of any  decision,  and the reasons  supporting  the
                    decision, to approve the acquisition by a Portfolio Employee
                    of a  Beneficial  Ownership  interest in any  Security in an
                    Initial  Public  Offering or in a Private  Placement  for at
                    least  five (5) years  after the end of the  fiscal  year in
                    which such approval was granted.


                                   APPENDIX I

                        DEFINITIONS OF CAPITALIZED TERMS

   The following  definitions  apply to the capitalized  terms used in the Code:

ADVISORY EMPLOYEE

         The term "Advisory  Employee" means: (1) a director,  officer,  general
partner  or  employee  of PIMCO  who,  in  connection  with  his or her  regular
functions or duties,  makes,  participates in, or obtains information  regarding
the purchase or sale of a Security or Futures  Contract by PIMCO on behalf of an
Advisory Client, or whose functions relate to the making of any  recommendations
with respect to such purchases or sales, or (2) or a natural person in a control
relationship to PIMCO,  or an employee of any company in a control  relationship
to PIMCO, who: (a) makes,  participates in, or obtains information regarding the
purchase or sale of a Security by a Fund that is an  Advisory  Client,  or whose
functions  relate to the  making of any  recommendations  with  respect  to such
purchases or sales, or (b) obtains information  concerning  recommendations to a
Fund with regard to the purchase or sale of a Security by the Fund.

BENEFICIAL OWNERSHIP

         As  a  general  matter,  you  are  considered  to  have  a  "Beneficial
Ownership"  interest  in a  Security  or a  Futures  Contract  if you  have  the
opportunity,  directly or  indirectly,  to profit or share in any profit derived
from an Investment  Transaction  in that Security or Futures  Contract.  You are
presumed to have a  Beneficial  Ownership  interest  in any  Security or Futures
Contract  held,  individually  or jointly,  by you or a member of your Immediate
Family (as  defined  below).  In  addition,  unless  specifically  excepted by a
Compliance  Officer  based on a showing  that your  interest  in a  Security  or
Futures  Contract  is  sufficiently  attenuated  to  avoid  the  possibility  of
conflict,  you will be considered to have a Beneficial  Ownership  interest in a
Security  or Futures  Contract  held by: (1) a joint  account to which you are a
party,  (2) a  partnership  in which  you are a general  partner,  (3) a limited
liability company in which you are a manager-member, or (4) a trust in which you
or a member of your Immediate Family has a vested interest.

         As a technical matter, the term "Beneficial  Ownership" for purposes of
this Code shall be  interpreted in the same manner as it would be under SEC Rule
16a-l(a)(2) (17 C.F.R. ss.240.16a-l(a)(2)) in determining whether a person has a
beneficial  ownership  interest in a Security  for purposes of Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations thereunder.

DESIGNATED EQUITY SECURITY

         The term  "Designated  Equity Security" shall mean any equity Security,
option,  warrant or other right to an equity  Security  designated  as such by a
Compliance Officer,  after receiving notification from a Portfolio Employee that
said Security is being considered for purchase or sale by PIMCO on behalf of one
of its Advisory Clients.

EXEMPT SECURITY

         The term "Exempt  Security" shall mean any Security not included within
the  definition  of Covered  Security  in SEC Rule  17j-l(a)(4)  (17 C.F.R.  ss.
17j-1(a)(4)), including:

          1.   Direct obligations of the Government of the United States;

          2.   Shares issued by open-end Funds; and

          3.   Bankers'  acceptances,  bank certificates of deposit,  commercial
               paper and high quality  short-term  debt  instruments,  including
               repurchase  agreements.  For  these  purposes,  a  "high  quality
               short-term  debt  instrument"   means  any  instrument  having  a
               maturity  at  issuance of less than 366 days and that is rated in
               one  of  the  two  highest  rating  categories  by  a  Nationally
               Recognized Statistical Rating Organization.

FIXED INCOME SECURITY

         For purposes of this Code, the term "Fixed Income  Security" shall mean
a  fixed  income  Security  issued  by  an  agency  or  instrumentality  of,  or
unconditionally  guaranteed by, the Government of the United States, a corporate
debt Security, a mortgage-backed or other asset-backed Security, a taxable fixed
income Security issued by a state or local government or a political subdivision
thereof,  a structured  note or loan  participation,  a foreign  government debt
Security,  or a debt  Security  of an  international  agency or a  supranational
agency. For purposes of this Code, the term "Fixed Income Security" shall not be
interpreted to include a U.S.  Government  Security or any other Exempt Security
(as defined above) nor shall it be interpreted to include a Tax-Exempt Municipal
Bond (as defined below).

FUND

         The term  "Fund"  means an  investment  company  registered  under  the
Investment Company Act.

FUTURES CONTRACT

         The term  "Futures  Contract"  includes  (a) a futures  contract and an
option  on a futures  contract  traded on a United  States or  foreign  board of
trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange,  the
London  International  Financial  Futures  Exchange  or the New York  Mercantile
Exchange  (a  "Publicly-Traded  Futures  Contract"),  as well  as (b) a  forward
contract, a swap, a cap, a collar, a floor and an over-the-counter option (other
than an option on a foreign  currency,  an option on a basket of currencies,  an
option  on  a   Security   or  an  option   on  an  index  of   Securities)   (a
"Privately-Traded  Contract").  Consult  with  a  Compliance  Officer  prior  to
entering  into a  transaction  in  case  of any  doubt.  For  purposes  of  this
definition,  a Publicly  Traded  Futures  Contract is defined by its  expiration
month,  i.e. a  Publicly-Traded  Futures  Contract on a U.S.  Treasury Bond that
expires in June is treated as a separate  Publicly-Traded Futures Contract, when
compared to a  Publicly-Traded  Futures  Contract on a U.S.  Treasury  Bond that
expires in July.

IMMEDIATE FAMILY

         The term  "Immediate  Family"  means any of the  following  persons who
reside in your household or depend on you for basic living support: your spouse,
any child, stepchild,  grandchild,  parent,  stepparent,  grandparent,  sibling,
mother-in-law,  father-in-law,  son-in-law, daughter-in-law,  brother-in-law, or
sister-in-law, including any adoptive relationships.

INITIAL PUBLIC OFFERING

         The term  "Initial  Public  Offering"  means an offering of  securities
registered  under the Securities Act of 1933 (15 U.S.C.  ss. 77a), the issuer of
which,  immediately  before the  registration,  was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities  Exchange Act of 1934 (15
U.S.C. ss. 78m or ss. 78o(d)).

INVESTMENT TRANSACTION

         For purposes of this Code, the term "Investment  Transaction" means any
transaction in a Security or Futures Contract in which you have, or by reason of
the transaction will acquire,  a Beneficial  Ownership  interest,  and includes,
among other things, the writing of an option to purchase or sell a Security.

PERSONAL ACCOUNT

         The term "Personal  Account" means the following  accounts that hold or
are likely to hold a  Security  (as  defined  below) or a Futures  Contract  (as
defined above) in which you have a Beneficial Ownership interest: any account in
your individual name; any joint or tenant-in-common account in which you have an
interest  or are a  participant;  any  account  for  which  you act as  trustee,
executor, or custodian; any account over which you have investment discretion or
otherwise can exercise  control (other than non-related  clients'  accounts over
which you have  investment  discretion),  including  the  accounts  of  entities
controlled  directly or  indirectly  by you; and any other  account in which you
have a Beneficial  Ownership  interest  (other than such accounts over which you
have no investment discretion and cannot otherwise exercise control).

PORTFOLIO EMPLOYEE

         The term "Portfolio  Employee"  means:  (1) a portfolio  manager or any
employee of PIMCO (or of any company in a control  relationship with PIMCO) who,
in connection with his or her regular functions or duties, makes or participates
in making  recommendations  regarding  the purchase or sale of  securities  by a
Fund, or (2) any natural person who controls  PIMCO and who obtains  information
concerning  recommendations  made to a Fund that is an Advisory Client regarding
the purchase or sale of Securities by the Fund.  For these  purposes,  "control"
has the same meaning as in Section  2(a)(9) of the  Investment  Advisers Act (15
U.S.C. ss. 80a-2(a)(9)).

PRIVATE PLACEMENT

         The term  "Private  Placement"  means an  offering  that is exempt from
registration  under the  Securities  Act of 1933  pursuant  to  Section  4(2) or
Section 4(6) (15 U.S.C.  ss. 77d(2) or ss. 77d(6)) or pursuant to SEC Rules 504,
505 or 506 (17 C.F.R. ss.ss.  230.504,230.505,  or 230.506) under the Securities
Act of 1933.

QUALIFIED FOREIGN GOVERNMENT

         The term "Qualified Foreign  Government" means a national government of
a developed  foreign country with outstanding  Fixed Income Securities in excess
of fifty  billion  dollars.  A list of  Qualified  Foreign  Governments  will be
prepared as of the last business day of each calendar quarter, will be available
from the Chief  Compliance  Officer,  and will be  effective  for the  following
calendar quarter.

RELATED ACCOUNT

         The term  "Related  Account"  means any account,  other than a Personal
Account,  that  holds a  Security  or  Futures  Contract  in  which  you  have a
Beneficial Ownership interest.

RELATED SECURITY

         The term "Related  Security" shall mean any option to purchase or sell,
and any Security convertible into or exchangeable for, a Security that is or has
been held by PIMCO on behalf of one of its Advisory Clients or any Security that
is being or has been  considered  for  purchase by PIMCO on behalf of one of its
Advisory Clients.

SECURITY

         As a general matter,  the term "Security"  shall mean any stock,  note,
bond,   debenture  or  other  evidence  of  indebtedness   (including  any  loan
participation  or  assignment),   limited  partnership  interest  or  investment
contract other than an Exempt Security (as defined  above).  The term "Security"
includes an option on a Security, on an index of Securities, on a currency or on
a basket of currencies,  including such an option traded on the Chicago Board of
Options  Exchange or on the New York,  American,  Pacific or Philadelphia  Stock
Exchanges, as well as such an option traded in the over-the-counter  market. The
term  "Security"  shall not include a Futures  Contract or a physical  commodity
(such as foreign exchange or a precious metal).

         As a technical  matter,  the term "Security" shall have the meaning set
forth in Section  2(a)(36) of the Investment  Company Act of 1940 (15 U.S.C. ss.
80a-2(a)(36)), which defines a Security to mean:

         Any  note,  stock,   treasury  stock,   bond  debenture,   evidence  of
indebtedness,  certificate of interest or  participation  in any  profit-sharing
agreement,   collateral-trust   certificate,   preorganization   certificate  of
subscription, transferable share, investment contract, voting-trust certificate,
certificate  of deposit for a security,  fractional  undivided  interest in oil,
gas, or other mineral rights, any put, call,  straddle,  option, or privilege on
any security  (including a  certificate  of deposit) or on any group or index of
securities  (including any interest  therein or based on the value thereof),  or
any put,  call,  straddle,  option,  or  privilege  entered  into on a  national
securities exchange relating to foreign currency,  or, in general,  any interest
or instrument commonly known as a "security",  or any certificate of interest or
instrument  commonly  known as a "security",  or any  certificate of interest or
participation in, temporary or interim  certificate for, receipt for,  guarantee
of, warrant or right to subscribe to or purchase,  any of the foregoing,  except
that the term  "Security"  shall  not  include  any  Security  that is an Exempt
Security (as defined above), a Futures Contract or a physical commodity (such as
foreign exchange or precious metal).

TAX-EXEMPT MUNICIPAL BOND

         The term  "Tax-Exempt  Municipal  Bond"  shall  mean any  Fixed  Income
Security  exempt  from  federal  income  tax that is  issued by a state or local
government or a political subdivision thereof.


                                   APPENDIX II

                      INSIDER TRADING POLICY AND PROCEDURES
                               PIMCO ADVISORS L.P.

                           Effective as of May 1, 1996

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A.       Policy Statement on Insider Trading.

         PIMCO Advisors L.P.  ("PALP"),  its affiliated  Subpartnerships,  PIMCO
Partners,   G.P.   ("PIMCO  GP")  and  PIMCO  Funds   Distributors  LLC  ("PFD")
(collectively  the "Company" or "PIMCO  Advisors") forbid any of their officers,
directors or employees  from trading,  either  personally or on behalf of others
(such as, mutual funds and private  accounts  managed by PALP or its  affiliated
Subpartnerships),   on  the  basis  of  material,   non-public   information  or
communicating  material,  non-public  information  to ethers in violation of the
law. This conduct is frequently referred to as "insider trading."

         The term  "insider  trading" is not  defined in the federal  securities
laws,  but  generally  is  used to  refer  to the  use of  material,  non-public
information to trade in securities or to communications of material,  non-public
information to others in breech of a fiduciary duty.

         While the law concerning insider trading is not static, it is generally
understood that the law prohibits:

          (1)  trading  by  an  insider,   while  in   possession  of  material,
               non-public information; or

          (2)  trading  by a  non-insider,  while  in  possession  of  material,
               non-public  information,  where the  information was disclosed to
               the  non-insider  in violation  of an  insider's  duty to keep it
               confidential; or

          (3)  communicating  material,  non-public  information  to  others  in
               breech of a fiduciary duty.

         This communication applies to every such officer, director and employee
and extends to  activities  within and outside  their duties at PIMCO  Advisors.
Every officer, director and employee must read and retain this policy statement.
Any questions  regarding  this policy  statement and the related  procedures set
forth  herein  should  be  referred  to a  Compliance  Officer  of  PALP  or the
applicable subpartnership.

         The  remainder  this  memorandum  discusses  in detail the  elements of
insider  trading,  the penalties for such  unlawful  conduct and the  procedures
adopted by the Company to implement its policy against insider trading.


1.       TO WHOM DOES THIS POLICY APPLY?
         ------------------------------

         This Policy applies to all employees, officers and directors (direct or
indirect) of the Company ("Covered Persons"),  as well as to any transactions in
any securities participated by family members, trusts or corporations controlled
by such persons. In particular,  this Policy applies to securities  transactions
by:

o    the Covered Person's spouse;
o    the Covered Person's minor children;
o    any other relative living in the Covered Person's household;
o    a trust in which the Covered Person has a beneficial interest,  unless such
     person has no direct or indirect control over the trust;
o    a trust as to which the Covered Person is a trustee;
o    a revocable trust as to which the Covered Person is a settlor;
o    a corporation of which the Covered Person is an officer, director or 10% or
     greater stockholder; or
o    a  partnership  of which the Covered  Person is a partner  (including  most
     investment  clubs),  unless the  Covered  Person has no direct or  indirect
     control over the partnership.

2.       WHAT IS MATERIAL INFORMATION?
         -----------------------------

         Trading on inside  information is not a basis for liability  unless the
information  is  material.   "Material  information"  generally  is  defined  as
information  for  which  there is a  substantial  likelihood  that a  reasonable
investor would consider it important in making his or her investment  decisions,
or information  that is reasonably  certain to have a substantial  effect in the
price of a company's securities.

         Although  there  is  no  precise,   generally  accepted  definition  of
materiality, information is likely to be "material" if it relates to significant
changes affecting such matters as:

          dividend or earnings expectations;
          write-downs or write-offs of assets;
          additions to reserves for bad debts or contingent liabilities;
          expansion or curtailment of company or major division operations;
          proposals   or   agreements   involving  a  joint   venture,   merger,
          acquisition, divestiture, or leveraged buy-out;
          new products or services;
          exploratory, discovery or research developments;
          criminal indictments, civil litigation or government investigations;
          disputes with major  suppliers or customers or significant  changes in
          the relationships with such parties;
          labor disputes including strikes or lockouts;
          substantial changes in accounting methods;
          major litigation developments;
          major personnel changes;
          debt service or liquidity problems;
          bankruptcy or insolvency;
          extraordinary management developments;
          public offerings or private sales of debt or equity securities;
          calls, redemptions or purchases of a company's own stock;
          issuer tender offers; or
          recapitalizations.

         Information  provided  by a company  could be  material  because of its
expected effect on a particular  class of the company's  securities,  all of the
company's  securities,  the securities of another company,  or the securities of
several companies.  Moreover,  the resulting  prohibition against the misuses of
"material"  information  reaches all types of securities (whether stock or other
equity  interests,  corporate  debt,  government  or municipal  obligations,  or
commercial paper) as well as any option related to that security (such as a put,
call or index security).

         Material  information does not have to relate to a company's  business.
For  example,  in  Carpenter v. U.S.,  108 U.S.  316 (1987),  the Supreme  Court
considered as material certain  information  about the contents of a forthcoming
newspaper column that was expected to affect the market price of a security.  In
that case, a reporter for The Wall Street  Journal was found  criminally  liable
for  disclosing  to others the dates that  reports  on various  companies  would
appear in the Journal and whether those reports would be favorable or not.

3.       WHAT IS NON-FICTION INFORMATION?
         -------------------------------

         In order for issues  concerning  insider trading to arise,  information
must not only be "material," it must be "non-public."  "Non-public"  information
is  information  which  has not been  made  available  to  investors  generally.
Information  received in circumstances  indicating that it is not yet in general
circulation  or where the  recipient  knows or should know that the  information
could  only have been  provided  by an  "insider"  is also  deemed  "non-public"
information.

         At such time as material,  non-public  information has been effectively
distributed to the investing  public, it is no longer subject to insider trading
restrictions.   However,   for   "non-public"   information   to  become  public
information, it must be disseminated through recognized channels of distribution
designed to reach the securities marketplace.

         To show that  "material"  information is public,  you should be able to
point  to  some  fact  verifying  that  the  information  has  become  generally
available,  for example,  disclosure in a national  business and financial  wire
service (Dow Jones or Reuters),  a national news service (AP or UPI), a national
newspaper  (The  Wall  Street  Journal  or The New York  Times),  or a  publicly
disseminated  disclosure  document  (a  proxy  statement  or  prospectus).   The
circulation of rumors or "talk on the street," even if accurate,  widespread and
reported in the media, does not constitute the requisite public disclosure.  The
information  must not only be  publicly  disclosed,  there must also be adequate
time for the market as a whole to digest the  information.  Although  timing may
vary depending upon the circumstances,  a good rule of thumb is that information
is considered non-public until the third business day after public disclosure.

         Material,  non-public  information  is not  made  public  by  selective
dissemination.  Material information  improperly disclosed only to institutional
investors or to a fund analyst or a favored group of analysts retains its status
as "non-public"  information  which must not be disclosed or otherwise  misused.
Similarly, partial disclosure does not constitute public dissemination.  So long
as any material component of the "inside"  information  possessed by the Company
has yet to be publicly disclosed, the information is deemed "non-public" and may
not be misused.

         Information   Provided  in  Confidence.   Occasionally,   one  or  more
directors,  officers,  or employees  of  companies in PIMCO  Advisors may become
temporary  "insiders"  because of a fiduciary or  commercial  relationship.  For
example,  personnel  at PALP or a  subpartnership  may become  insiders  when an
external  source,  such as a company whose securities are held by one or more of
the accounts managed by PALP or a subpartnership,  entrusts material, non-public
information to the Company  portfolio  managers or analysts with the expectation
that the information will remain confidential.

         As an  "insider,"  the Company has a  fiduciary  responsibility  not to
breach the trust of the party that has communicated  the "material,  non-public"
information by misusing that information. This fiduciary duty arises because the
Company has entered or has been invited to enter into a commercial  relationship
with the client or prospective  client and has been given access to confidential
information  solely for the  corporate  purposes of that  client or  prospective
client.   This  obligation   remains  whether  or  not  the  Company  ultimately
participates in the transaction.

         Information  Disclosed  in Breach  of a Duty.  Analysts  and  portfolio
managers at PIMCO  Advisors  must be especially  wary of "material,  non-public"
information  disclosed in breach of a corporate  insider's  fiduciary duty. Even
where  there is no  expectation  of  confidentiality,  a person  may  become  an
"insider" upon receiving material, non-public information in circumstances where
a  person  knows,  or  should  know,  that a  corporate  insider  is  disclosing
information in breach of the fiduciary duty he or she owes the  corporation  and
its  shareholders.  Whether the disclosure is an improper "tip" that renders the
recipient a "tippee" depends on whether the corporate insider expects to benefit
personally,  either directly or indirectly,  from the disclosure. In the context
of an  improper  disclosure  by a corporate  insider,  the  requisite  "personal
benefit"  may not be limited to a present or future  monetary  gain.  Rather,  a
prohibited personal benefit could include a reputational benefit, an expectation
of a quid pro quo from the  recipient or the  recipient's  employer by a gift of
the "inside" information.

         A person may, depending on the circumstances,  also become an "insider"
or "tippee" when he or she obtains apparently material,  non-public  information
by happenstance,  including information derived from social situations, business
gatherings,  overheard  conversations,  misplaced  documents,  and  "tips"  from
insiders or other third parties.

4.       IDENTIFYING MATERIAL INFORMATION?
         ---------------------------------

         Before trading for yourself or others,  including  investment companies
or private  accounts managed by PALP or its affiliated  Subpartnerships,  in the
securities of a company about which you may have potential material,  non-public
information, ask yourself the following questions:

          i.   Is this information that an investor could consider  important in
               making his or her investment decisions?  Is this information that
               could substantially  affect the market price of the securities if
               generally disclosed?

          ii.  To whom has this information  been provided?  Has the information
               been  effectively   communicated  to  the  marketplace  by  being
               published   in  Reuters,   The  Wall  Street   Journal  or  other
               publications of general circulation.


         Given the potentially severe  regulatory,  civil and criminal sanctions
to  which  you and  PIMCO  Advisors  and its  personnel  could be  subject,  any
director, officer and employee uncertain as to whether the information he or she
possesses is "material,  non-public"  information  should  immediately  take the
following steps:

          i.   Report  the matter  immediately  to a  Compliance  Officer or the
               Chief Executive Officer of PALP;

          ii.  Do not purchase or sell the  securities  on behalf of yourself or
               others,   including  investment  companies  or  private  accounts
               managed by PALP or the applicable affiliated subpartnership; and

          iii. Do not communicate the information inside or outside the Company,
               other than to a Compliance Officer or the Chief Executive Officer
               of PALP.

         After a Compliance  Officer or the Chief Executive Officer has reviewed
the issue, you will be instructed to continue the  prohibitions  against trading
and communication or will be allowed to trade and communicate the information.

5.       PENALTIES FOR INSIDER TRADING.
         ------------------------------

         Penalties  for  trading  on  or  communicating   material,   non-public
information are severe,  both for individuals  involved in such unlawful conduct
and their  employers.  A person can be  subject to some or all of the  penalties
below  even  if he or she  does  not  personally  benefit  from  the  violation.
Penalties include:

          civil injunctions
          treble damages
          disgorgement of profits
          jail sentences
          fines for the person who  committed the violation of up to three times
          the profit gained or loss avoided,  whether or not the person actually
          benefited, and
          fines  for the  employer  or  other  controlling  person  of up to the
          greater of  $1,000,000  or three times the amount of the profit gained
          or loss avoided.

         In addition,  any violation of this policy statement can ha expected to
result in  serious  sanctions  by PIMCO  Advisors,  including  dismissal  of the
persons involved.

SECTION II. PROCEDURES TO IMPLEMENT PIMCO ADVISORS' POLICY.

A.       PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING.

         The following  procedures  have been  established  to aid the officers,
directors and employees of PIMCO Advisors in avoiding  insider  trading,  and to
aid the Company in preventing,  detecting and imposing sanctions against insider
trading.  Every  officer,  director and employee of PIMCO  Advisors  must follow
these procedures or risk serious  sanctions,  including  dismissal,  substantial
personal liability and criminal penalties.

TRADING RESTRICTIONS AND REPORTING REBUIREMENTS

1.       No employee, officer or director of the Company who possesses material,
         non-public information relating to the Company or any of its affiliates
         or  subsidiaries,  may buy or sell any  securities  of the  Company  or
         engage in any other action to take  advantage of, or pass on to others,
         such material, non-public information.

2.       No employee,  officer or director of the Company who obtains  material,
         non-public  information which relates to any other company or entity in
         circumstances  in which  such  person is deemed to be an  insider or is
         otherwise subject to restrictions under the federal securities laws may
         buy or sell  securities of that company or otherwise take advantage of,
         or pass on to others, such material, non-public information.

3.       No  employee,  officer or  director of the  Company  shall  engage in a
         securities   transaction  with  respect  to  the  securities  of  PIMCO
         Advisors,  except in accordance with the specific procedures  published
         from time to time by the company.

4.       Each employee,  officer or director of the Company shall submit reports
         of every securities  transaction involving securities of PIMCO Advisors
         to a Compliance  Officer in accordance  with the terms of the Company's
         Code of Ethics as they relate to any other securities transaction.

5.       No Employee (as such term is defined in the applicable  Code of Ethics)
         shall engage in a securities transaction with respect to any securities
         of any other company, except in accordance with the specific procedures
         set forth in the Company's Code of Ethics.

6.       Employees shall submit reports  concerning each securities  transaction
         in  accordance  with the terms of the Code of Ethics and  verify  their
         personal  ownership of securities in accordance with the procedures set
         forth in the Code of Ethics.

7.       Because even inadvertent disclosure of material, non-public information
         to  others  can  lead  to  significant  Iegal  difficulties,  officers,
         directors  and  employees  of  the  Company   should  not  discuss  any
         potentially material,  non-public information concerning the Company or
         other  companies,  including other  officers,  employees and directors,
         except as specifically required in the performance of their duties.

B.       CHINESE WALL PROCEDURES.

     The Insider  Trading and  Securities  Fraud  Enforcement  Act  requires the
establishment  and strict  enforcement  of  procedures  reasonably  designed  to
prevent  the  misuse of  "inside"  information.(3)  Accordingly,  you should not
discuss  material,  non-public  information about the Company or other companies
with anyone, including other employees, except as required in the performance of
your regular duties. In addition,  care should be taken so that such information
is secure. For example, files containing material, non-public information should
be sealed; access to computer files containing material,  non-public information
should be restricted.

-----------
(3) The  antifraud  provisions of United  States  securities  laws reach insider
trading  or  tipping  activity  worldwide  which  defrauds  domestic  securities
markets.  In addition,  the Insider Trading and Securities Fraud Enforcement Act
specifically  authorizes  the SEC to conduct  investigations  at the  request of
foreign  governments,  without  regard to whether  the conduct  violates  United
States law.


C.       RESOLVING ISSUES CONCERNING INSIDER TRADING.

     The federal securities laws,  including the laws governing insider trading,
are  complex.  If you have any  doubts or  questions  as to the  materiality  or
non-public  nature  of  information  in  your  possession  or as to  any  of the
applicability or interpretation of any of the foregoing  procedures or as to the
propriety of any action, you should contact a Compliance Officer.  Until advised
to the contrary by a Compliance Officer, you should presume that the information
is  material  and  non-public  and you  should  not trade in the  securities  or
disclose this information to anyone.


<PAGE>


                                  APPENDIX III

                               PIMCO ADVISORS L.P.

                   POLICY REGARDING SPECIAL TRADING PROCEDURES
                      FOR SECURITIES OF PIMCO ADVISORS LP.

                           Effective as of May 1, 1996

INTRODUCTION

         PIMCO Advisors L.P. (as defined  below) has adopted an Insider  Trading
Policy and  Procedures  applicable  to all  personnel  which  prohibits  insider
trading in any securities,  and prohibits all employees from improperly using or
disclosing material,  non-public information,  a copy of which has been supplied
to you.

     For the purposes of this  memorandum,  the term the "Company" shall include
PIMCO Advisors L.P.  ("PALP"),  PIMCO Partners,  G.P.  ("PIMCO GP"), PIMCO Funds
Distributors  LLC  ("PFD")  and any entity in  relation  to which PALP acts as a
general partner or owns 50% or more of one the issued and outstanding stock.

PERSONS TO WHOM THIS SPECIAL TRADING POLICY APPLIES

     This Policy  applies to all  employees  of the Company  and, in the case of
PALP, the inside members of the Operating  Board and the Equity Board  ("Covered
Persons"),  as well as to any  transactions  in  securities  participated  in by
family  members,  trusts or  corporations  controlled  by a Covered  Person.  In
particular, this Policy applies to securities transactions by;

          a.   the Covered Person's spouse;
          b.   the Covered Person's minor children;
          c.   any other relatives living in the Covered Person's household;
          d.   a trust in which the Covered  Person has a  beneficial  interest,
               unless such Covered Person has no direct or indirect control over
               the trust;
          e.   a trust as to which the Covered Person is a trustee;
          f.   a revocable trust as to which the Covered Person is a settlor;
          g.   a corporation of which the Covered Person is an officer, director
               or 10% or greater stockholder; or
          h.   a partnership of which the Covered Person is a partner (including
               most investment  clubs),  unless the Covered Person has no direct
               or indirect control over the partnership.

     The family  members,  trust and  corporations  listed above are hereinafter
referred to as "Related persons."

SECURITIES TO WHICH THIS SPECIAL TRADING APPLIES

         Unless stated otherwise, the following Special Trading Procedures apply
to all  transactions by Covered Persons and their Related Persons  involving any
class or series of units of limited partner interest of PALP or other securities
of PALP, including options and other derivative  securities (such as a put, call
or index security) in relation to such securities (the "PALP' Securities").

SPECIAL TRADING PROCEDURES RELATING TO SECURITIES OF PIMCO ADVISORS L.P.

1.       TRADING WINDOWS

     There are times when the  Company  may be engaged in a material  non-public
development  or  transaction.  Even if you are not aware of this  development or
transaction,   if  you  trade  PALP's  Securities  before  such  development  or
transaction  is  disclosed  to the public,  you might  expose  yourself  and the
Company to a charge of insider  trading  that could be costly and  difficult  to
refute.  In addition,  such a trade by you could result in adverse  publicity to
you or the company.

     Therefore,  the following rule shall apply;  each Covered Person and all of
such person's  Related Persons may only purchase or sell PALP Securities  during
four "trading windows" that occur each year. The four trading windows consist of
the  months of  February,  May,  August  and  November.  TRADING ON THE BASIS OF
MATERIAL NON-PUBLIC INFORMATION OR COMMUNICATING MATERIAL NON-PUBLIC INFORMATION
TO OTHERS AT ANY TIME,  INCLUDING IN A TRADING WINDOW, IS A VIOLATION OF THE LAW
AND A VIOLATION OF THIS POLICY.

     ln accordance  with the procedure for waivers  described  below, in special
circumstances  a waiver  may be given  to  allow a trade to occur  outside  of a
trading window.

         Employees  of PALP  should  be  aware  that  there  are  potential  tax
consequences for such employees resulting from the ownership of PALP Securities.
Each such employee  contemplating  purchasing PALP Securities should discuss the
matter with such employee's tax advisor.

     The  exercise  of  options to  purchase  PALP  Securities  for cash are not
Covered to the procedures outlined above, but the securities so acquired may not
be sold except during a trading window and after all other  requirements of this
policy have been satisfied.

2.       POST-TRADE REPORTING

     All Covered Persons shall submit to a Compliance  Officer a report of every
securities transaction in PALP Securities in which they and any of their Related
Persons have  participated as soon as practicable  following the transaction and
in any event  not  later  than the fifth day after the end of the month in which
the  transaction  occurred.  The  report  shall  include:  (1)  the  date of the
transaction  and the title and  number  of  shares or  principal  amount of each
security involved;  (2) the nature of the transaction (i.e.,  purchase,  sale or
any  other  type of  acquisition  or  disposition);  (3) the  price at which the
transaction was effected;  and (4) the name of the broker/dealer with or through
whom the transaction was effected. In addition, on an annual basis, each Covered
Person must confirm the amount of PALP Securities  which such person and his her
Related Persons beneficially own.

     Each Covered  Person (and not the Company) is  personally  responsible  for
insuring that his or her  transactions  comply fully with any and all applicable
securities laws,  including,  but not limited to, the restrictions imposed under
Section 16(b) of the  Securities and Exchange Act of 1934 and Rule 144 under the
Securities Act of 1933.

3.       RESOLVING ISSUES CONCERNING INSIDER TRADING

     If you have any doubts or questions as to whether  information  is material
or  non-public,  or as to  the  applicability  or  interpretation  of any of the
foregoing procedures, or as to the propriety of any action, you should contact a
Compliance  Officer before trading or  communicating  the information to anyone.
Until these doubts or questions are satisfactorily  resolved, you should presume
that the  information is material and non-public and you should not trade in the
securities or communicate this information to anyone.

4.       MODIFICATIONS AND WAIVERS

     The Company  reserves the right to amend or modify this policy statement at
any  time.  Waiver of any  provision  of this  policy  statement  in a  specific
instance may be  authorized  in writing by a  Compliance  Officer and either the
Chief  Executive  Officer of PALP or any member of the  Operating  Committee  of
PALP,  and any such waiver shall be reported to the Equity and Operating  Boards
of PALP at the next regularly scheduled meeting of each.


<PAGE>


                                   Appendix IV

                            ACKNOWLEDGMENT OF RECEIPT

                                     of the
                                 Code of Ethics
                                     and the
                    Insider Trading Policy and Procedures of

                      PACIFIC INVESTMENT MANAGEMENT COMPANY

         I hereby  certify that I have  received the attached Code of Ethics and
Insider Trading Policy and Procedures.  I hereby agree to read the Code, to make
a reasonable  effort to understand  its  provisions  and to ask questions  about
those  provisions I find confusing or difficult to  understand.  I also agree to
comply  with  the  Code,   including  its  general  principles,   its  reporting
requirements,  its preclearance requirements, and its provisions regarding gifts
and service as a director. I also agree to advise members of my Immediate Family
about the existence of the Code of Ethics,  its  applicability to their personal
trading  activity,  and my  responsibility to assure that their personal trading
activity complies with the Code of Ethics.  Finally,  I agree to cooperate fully
with any  investigation  or inquiry by or on behalf of a  Compliance  Officer to
determine my compliance  with the  provisions of the Code. I recognize  that any
failure to comply in all aspects with the Code and to honor the commitments made
by this acknowledgment may result in disciplinary action, including dismissal.



Date: ------------------------------- Signature -------------------------------


                                      Print Name -------------------------------


<PAGE>




                                   Appendix V

                       ANNUAL CERTIFICATION OF COMPLIANCE

                                    with the
                                Code of Ethics of
                      PACIFIC INVESTMENT MANAGEMENT COMPANY

         I hereby certify that I have complied with the requirements of the Code
of Ethics and Insider  Trading  Policy and  Procedures  that have  applied to me
during the year ended December 31, 200__.  In addition,  I hereby certify that I
have  read  the  Code and  understand  its  provisions.  I also  certify  that I
recognize  that I am  subject  to the  provisions  of the  Code  and that I have
disclosed,  reported,  or caused to be reported all transactions  required to be
disclosed or reported pursuant to the requirements of the Code. I recognize that
any failure to comply in all aspects with the Code and that any false  statement
in this certification may result in disciplinary action, including dismissal.




Date: ------------------------------- Signature -------------------------------


                                      Print Name -------------------------------

<PAGE>


                                   Appendix VI

                           INITIAL REPORT OF ACCOUNTS

                                 Pursuant to the
                                Code of Ethics of
                      PACIFIC INVESTMENT MANAGEMENT COMPANY

         In  accordance  with the Code of Ethics,  I have  attached to this form
copies of the most recent  statements  for each and every  Personal  Account and
Related  Account that holds or is likely to hold a Security or Futures  Contract
in  which  I  have a  Beneficial  Ownership  interest,  as  well  as  copies  of
confirmations  for  any  and  all  Investment  Transactions  subsequent  to  the
effective dates of those statements.(4)

-------------
(4)The  Code of Ethics  uses  various  capitalized  terms  that are  defined  in
Appendix I to the Code. The capitalized  terms used in this Report have the same
definitions.

         In addition,  I hereby  supply the following  information  for each and
every  Personal  Account  and  Related  Account  in  which  I have a  Beneficial
Ownership interest for which I cannot supply the most recent account statement:

(1) Name of employee:                                   ------------------------

(2) If different than #1, name of the person
    in whose name the account is held:                  ------------------------

(3) Relationship of (2) to (1):                         ------------------------

(4) Firm(s) at which Account is maintained:             ------------------------
                                                        ------------------------
                                                        ------------------------
                                                        ------------------------

(5) Account Number(s):                                  ------------------------
                                                        ------------------------
                                                        ------------------------
                                                        ------------------------
                                                        ------------------------

(6) Phone number(s) of Broker or Representative:        ------------------------
                                                        ------------------------
(Attach additional sheets if necessary)

(7)      Account holdings:

      Name of Security   Quantity           Principal Amount   Custodian
1.    ________________   ________________   ________________   ________________
2.    ________________   ________________   ________________   ________________
3     ________________   ________________   ________________   ________________
4.    ________________   ________________   ________________   ________________
5.    ________________   ________________   ________________   ________________

(Attach additional sheets if necessary.)

         I also supply the following  information for each and every Security or
Futures Contract in which I have a Beneficial Ownership interest,  to the extent
this information is not available  elsewhere on this form or from the statements
and  confirmations  attached to this form.  This includes  Securities or Futures
Contracts held at home, in safe deposit boxes, or by an issuer.

<TABLE>
<CAPTION>
<S>   <C>                    <C>                   <C>                  <C>                     <C>
        Person Who            Description
     Owns the Security      of the Security
    Or Futures Contract    Or Futures Contract       Quantity           Principal Amount         Custodian
    -------------------    -------------------       --------           ----------------         ---------
1.    ________________      ________________      ________________      ________________       ______________
2.    ________________      ________________      ________________      ________________       ______________
3.    ________________      ________________      ________________      ________________       ______________
4.    ________________      ________________      ________________      ________________       ______________
5.    ________________      ________________      ________________      ________________       ______________

</TABLE>

(Attach additional sheets if necessary.)

         I hereby certify that this form and the  attachments  (if any) identify
all of the Personal Accounts, Related Accounts, Securities and Futures Contracts
in which I have a Beneficial Ownership interest as of this date.

                                          -----------------------------------
                                          Signature

                                          -----------------------------------
                                          Print Name

Date:____________________

Attachments.

<PAGE>



                                  Appendix VII

                      PACIFIC INVESTMENT MANAGEMENT COMPANY

                          PIMCO FUNDS DISTRIBUTORS LLC

                   QUARTERLY REPORT OF INVESTMENT TRANSACTIONS

                      FOR THE QUARTER ENDED MARCH 31, 2000

Please mark one of the following:

|_| No reportable Investment Transactions have occurred.

|_| Except as indicated below, all reportable Investment  Transactions were made
through Personal Accounts and Related Accounts  identified on the attached list,
which, except as indicated,  represents a complete list of the Personal Accounts
and Related  Accounts that hold Securities or Futures  Contracts in which I have
or had a Beneficial  Ownership interest and for which PIMCO should have received
or will receive timely  duplicate  broker reports for the calendar  quarter just
ended.(5) I hereby certify that the broker,  dealer,  bank or futures commission
merchant for each such account has been instructed to send a Compliance  Officer
timely duplicate broker reports for that account.

--------
(5) The Code of Ethics  uses  various  capitalized  terms  that are  defined  in
Appendix I to the Code. The capitalized  terms used in this Report have the same
definitions.


The  following  information  for  Investment  Transactions  during the  calendar
quarter just ended does not appear on the duplicate  broker  reports  referenced
above.

Transaction    Title, Interest Rate and Maturity   Number of Shares or Contracts
    Date     Date of Security or Futures Contract       And Principal Amount

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

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

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

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

Nature of Transaction    Transaction   Broker, Dealer,
 (i.e., Buy or Sell)        Price        Bank or FCM

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

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

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

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


SPECIAL NOTE TO PIMCO FUNDS DISTRIBUTORS LLC REGISTERED REPS AND ACCESS PERSONS:
You will not have to fill out an extra  form for each  quarter  for PIMCO  Funds
Distributors LLC.

                                        SIGNED:---------------------------------

                                    PRINT NAME:---------------------------------

                                          DATE:---------------------------------



<PAGE>


1.   Please  see the Code of Ethics  for a full  description  of the  Investment
     Transactions that must be reported.

2.   Transaction Date. In the case of a market transaction, state the trade date
     (not the settlement date).

3.   Title of Security or Futures Contract. State the name of the issuer and the
     class of the Security  (e.g.,  common stock,  preferred stock or designated
     issue of debt securities). For Fixed Income Securities,  please provide the
     Security's  interest rate and maturity date. For a Futures Contract,  state
     the  title  of  any  Security  subject  to the  Futures  Contract  and  the
     expiration date of the Futures Contract.

4.   Number of Shares or Contracts  and  Principal  Amount.  State the number of
     shares of  Securities,  the face amount of Fixed Income  Securities  or the
     units of other  securities.  For  options,  state the amount of  securities
     subject to the option.  Provide the  principal  amount of each  Security or
     Futures Contract. If your ownership interest was through a spouse, relative
     or other  natural  person or through a  partnership,  trust,  other entity,
     state the entire  quantity of Securities or Futures  Contracts  involved in
     the transaction. You may indicate, if you wish, the extent of your interest
     in the transaction.

5.   Nature  of  Transaction.  Identify  the  nature of the  transaction  (e.g.,
     purchase, sale or other type of acquisition or disposition).

6.   Transaction  Price.  State the  purchase  or sale  price per share or other
     unit,  exclusive of brokerage  commissions or other costs of execution.  In
     the  case  of  an  option,  state  the  price  at  which  it  is  currently
     exercisable. No price need be reported for transactions not involving cash.

7.   Broker,  Dealer, Bank or FCM Effecting  Transaction.  State the name of the
     broker,  dealer,  bank or FCM with or  through  which the  transaction  was
     effected.

8.   Signature. Sign and date the report in the spaces provided.

9.   Filing of Report.  A report should be filed NOT LATER THAN 10 CALENDAR DAYS
     after the end of each  calendar  quarter  with:

                PIMCO
                ATTN: Compliance Officer
                840 Newport Center Drive
                Suite 300
                Newport Beach, CA 92660

10.  Duplicate  Broker  Reports.  Please  remember that  duplicates of all trade
     reports,  and periodic  statements must be sent to the firm by your broker.
     You should use the address above

<PAGE>



                                  Appendix VIII

                      PACIFIC INVESTMENT MANAGEMENT COMPANY

                          PIMCO FUNDS DISTRIBUTORS LLC

                           ANNUAL HOLDINGS REPORT AND
                FOURTH QUARTER REPORT OF INVESTMENT TRANSACTIONS

                FOR THE YEAR AND QUARTER ENDED DECEMBER 31, 2000

     I hereby certify that, except as indicated below, all Securities or Futures
Contracts in which I had a Beneficial  Ownership interest at the end of the 2000
calendar year were held in Personal  Accounts or Related Accounts  identified on
the  attached  list,  for which PIMCO  should have  received or will  receive an
account  statement of holdings as of the end of that calendar  year.(6) I hereby
certify that the broker,  dealer,  bank or futures commission  merchant for each
such account has been instructed to send a Compliance  Officer timely  duplicate
broker reports,  including a statement of holdings in that account as of the end
of the calendar year.

----------
(6) The Code of  Ethics  uses  various  capitalized  terms  that are
defined in  Appendix I to the Code.  The  capitalized  terms used in this Report
have the same definitions.

The following  information  describes other  Securities or Futures  Contracts in
which I had a Beneficial  Ownership  interest as of the end of the 2000 calendar
year:

<TABLE>
<CAPTION>
<S>                                     <C>                               <C>

 Title, Interest Rate and Maturity       Number of Shares or Contracts    Broker, Dealer,
Date of Security or Futures Contract          And Principal Amount         Bank or FCM


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


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


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


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

</TABLE>

<PAGE>

         Except as  indicated  below,  all  reportable  Investment  Transactions
during the quarter ended December 31. 2000, were made through Personal  Accounts
and  Related  Accounts  identified  on  the  attached  list,  which,  except  as
indicated,  represents  a complete  list of the  Personal  Accounts  and Related
Accounts  that hold  Securities  or Futures  Contracts  in which I have or had a
Beneficial  Ownership  interest and for which PIMCO should have received or will
receive timely duplicate broker reports for the calendar quarter just ended.

The  following  information  for  Investment  Transactions  during the  calendar
quarter just ended does not appear on the duplicate  broker  reports  referenced
above.

Transaction    Title, Interest Rate and Maturity   Number of Shares or Contracts
    Date     Date of Security or Futures Contract       And Principal Amount

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

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

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

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

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


  Nature of Transaction   Transaction  Broker, Dealer,
   (i.e., Buy or Sell)       Price       Bank or FCM

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

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

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

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

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


SPECIAL NOTE TO PIMCO FUNDS  DISTRIBUTORS LLC REGISTERED REPS AND ACCESS PERSON:
You  will not have to fill out an  extra  form  for each  year for  PIMCO  Funds
Distributors LLC.

                                        SIGNED:---------------------------------

                                    PRINT NAME:---------------------------------

                                          DATE:---------------------------------




<PAGE>



1.   Please  see the Code of Ethics  for a full  description  of the  Investment
     Transactions that must be reported. confirmations, purchase and sale

2.   Transaction Date. In the case of a market transaction, state the trade date
     (not the settlement date).

3.   Title of Security or Futures Contract. State the name of the issuer and the
     class of the Security  (e.g.,  common stock,  preferred stock or designated
     issue of debt securities). For Fixed Income Securities,  please provide the
     Security's  interest rate and maturity date. For a Futures Contract,  state
     the  title  of  any  Security  subject  to the  Futures  Contract  and  the
     expiration date of the Futures Contract.

4.   Number of Shares or Contracts  and  Principal  Amount.  State the number of
     shares of  Securities,  the face amount of Fixed Income  Securities  or the
     units of other  securities.  For  options,  state the amount of  securities
     subject to the option.  Provide the  principal  amount of each  Security or
     Futures Contract. If your ownership interest was through a spouse, relative
     or other  natural  person or through a  partnership,  trust,  other entity,
     state the entire  quantity of Securities or Futures  Contracts  involved in
     the transaction. You may indicate, if you wish, the extent of your interest
     in the transaction.

5.   Nature  of  Transaction.  Identify  the  nature of the  transaction  (e.g.,
     purchase, sale or other type of acquisition or disposition).

6.   Transaction  Price.  State the  purchase  or sale  price per share or other
     unit,  exclusive of brokerage  commissions or other costs of execution.  In
     the  case  of  an  option,  state  the  price  at  which  it  is  currently
     exercisable. No price need be reported for transactions not involving cash.

7.   Broker,  Dealer, Bank or FCM Effecting  Transaction.  State the name of the
     broker,  dealer,  bank or FCM with or  through  which the  transaction  was
     effected.

8.   Signature. Sign and date the report in the spaces provided.

9.   Filing of Report.  A report should be filed NOT LATER THAN 10 CALENDAR DAYS
     after the end of each  calendar  quarter  with:

                PIMCO
                ATTN: Compliance Officer
                840 Newport Center Drive
                Suite 300
                Newport Beach, CA 92660

10.  Duplicate  Broker  Reports.  Please  remember that  duplicates of all trade
     reports,  and periodic  statements must be sent to the firm by your broker.
     You should use the address above

<PAGE>



                                   Appendix IX

                            PRECLEARANCE REOUEST FORM

         This form must be submitted to a Compliance  Officer  before  executing
any Investment  Transaction  for which  preclearance is required under the PIMCO
Code of Ethics.  Before  completing this form, you should review the PIMCO Code,
including the terms  defined in that Code.  The  capitalized  terms used in this
form  are  governed  by  those  definitions.  In  addition,  the  Code  provides
information  regarding  your  preclearance   obligations  under  the  Code,  and
information  regarding the  Transactions,  Securities and Futures Contracts that
are exempt from the Code's preclearance requirement.(7)

--------
(7)  Preclearance  is required for any  Investment  Transaction  in  Securities,
Related  Securities  or Futures  Contracts  in a  Personal  Account or a Related
Account in which you have or will acquire a Beneficial Ownership interest.

         No Investment Transaction subject to preclearance may be effected prior
to  receipt  of  written  authorization  of  that  Investment  Transaction  by a
Compliance  Officer.  Unless otherwise  specified,  that authorization  shall be
effective, unless revoked, until the earlier of (a) the close of business on the
date  authorization is given, or (b) until you discover that information on this
preclearance request form is no longer accurate.



(1) Your Name:
    ______________________________________

(2)  If the Investment Transaction will be in someone else's name or in the name
     of a trust, the name of that person or trust:
     ______________________________________

     The relationship of that person or trust to you:
     _______________________________________

(3)  Name of the firm (e.g., broker,  dealer, bank, futures commission merchant)
     through which the Investment Transaction will be executed:
     _______________________________________

     The relevant account number at that firm:

(4)  Issuer  of the  Security  or  identity  of the  Futures  Contractfor  which
     preclearance is requested:
     _______________________________________

     The relevant CUSIP number or call symbol:
     _______________________________________

(5)  The maximum number of shares,  units or contracts for which preclearance is
     requested,  or  the  market  value  or  face  amount  of the  Fixed  Income
     Securities for which preclearance is requested:

     _______________________________________

(6)  The type of  Investment  Transaction  for which  preclearance  is requested
     (check all that apply):

                                    ____Purchase ___ Sale ____Market Order
                                    ____Limit Order (Price Of Limit Order:_____)


<PAGE>


 Please answer the following questions TO THE BEST OF YOUR KNOWLEDGE AND BELIEF:

(a)  Do you possess  material  nonpublic  information  regarding the Security or
     Futures Contract identified above or regarding the issuer of that Security?
     ______ Yes ______ No

(b)  Is the  Security  or Futures  Contract  identified  above held by any PIMCO
     Advisory Client or is it a Related Security (as defined in the PIMCO Code)?
     ______ Yes ______ No

(c)  Is there a pending buy or sell order on behalf of a PIMCO  Advisory  Client
     for the Security or Futures Contract identified above or for a Security for
     which the  Security  identified  above is a Related  Security?
     ______ Yes ______ No

(d)  Do you intend or do you know of another's intention to purchase or sell the
     Security or Futures Contract  identified above, or a Security for which the
     Security  identified  above is a  Related  Security,  on  behalf of a PIMCO
     Advisory Client?
     ______ Yes _____ No

(e)  Has the Security or Futures Contract identified above or a Related Security
     been  considered  for purchase by a PIMCO  Advisory  Client within the most
     recent  15 days?  (Note:  rejection  of any  opportunity  to  purchase  the
     Security  or Futures  Contract  for an  Advisory  Client  would  require an
     affirmative response to this question.)
     _____ Yes _____ No

(f)  If you are a  Portfolio  Employee,  is the  Security  being  acquired in an
     Initial Public Offering?(8)
     _____ Yes _____ No

(g)  If you are a  Portfolio  Employee,  are you  acquiring  or did you  acquire
     Beneficial  Ownership  of the Security in a Private  Placement?(9)
     _____ Yes _____ No

(h)  If you are seeking  preclearance of a purchase or sale of Securities,  have
     you purchased or sold the same or similar Securities,  or have you acquired
     or  disposed  of a  Beneficial  Ownership  interest  in the same or similar
     Securities, within the past 60 calendar days?(10)
     _____ Yes ____ No

-----------
(8) Under the PIMCO Code,  Portfolio  Employees  generally  are not permitted to
acquire Securities in an Initial Public Offering.

(9) The PIMCO  Code  applies  special  rules to the  acquisition  of  Securities
through  a Private  Placement  and to the  disposition  of  Securities  acquired
through a Private Placement.

(10) Under the PIMCO Code,  you may not profit from  short-term  trades in Fixed
Income Securities. A Portfolio Employee may not profit from short-term trades in
Designated  Equities  Securities and a Municipal Bond Portfolio Employee may not
profit from short-term trades in Tax-Exempt  Municipal Bonds. This rule does not
apply to transactions in U.S. Government Securities,  mutual funds shares, index
options or Futures Contracts.

<PAGE>


By executing this form, you hereby certify that you have reviewed the PIMCO Code
of  Ethics  and  believe  that the  Investment  Transaction  for  which  you are
requesting  preclearance  complies with the General  Principles and the specific
requirements of the PIMCO Code.

                                ----------------------------------------
                                        Employee Signature

                                ----------------------------------------
                                        Print or Type name

                                ----------------------------------------
                                        Date Submitted


<PAGE>




You are authorized to execute the Investment Transaction described above. Unless
indicated otherwise below, this authorization remains effective, unless revoked,
until:  (a) the close of  business  today,  or (b) until you  discover  that the
information on this request form is no longer accurate.

-------------------------------------------------------------
                     Compliance Officer


-------------------------------------------------------------
                   Date of Authorization


<PAGE>




                                   Appendix X

                               COMPLIANCE OFFICERS

                      PACIFIC INVESTMENT MANAGEMENT COMPANY

                                 March 31, 2000

             PIMCO's Compliance Officers, as of March 31, 2000, are:

                                Denise C. Seliga
                           (Chief Compliance Officer)

                               Mohan V. Phansalkar

                               Ernest L. Schmider

                                 Richard M. Weil